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MERGER WITH THE NET-A-PORTER GROUP

To Create a Leading Online Luxury Fashion Retailer Worldwide

Milan, 31 March 2015 – YOOX S.p.A. (“YOOX”), (MTA, STAR: YOOX) the global Internet retailing partner for leading fashion brands, has entered into an agreement with the Compagnie Financière Richemont SA (“Richemont”), controlling shareholder of The Net-A-Porter Group Limited (“Net-A-Porter”), the world’s premier online luxury fashion retailer, on the terms of an all-share merger. The transaction will create the YOOX Net-A-Porter Group (the “Combined Group”), the independent leading online luxury fashion retailer worldwide, with combined 2014 net revenues of €1.3 billion, and Adjusted EBITDA of approximately €108 million.

 

KEY TRANSACTION HIGHLIGHTS

  • Transformational merger combining two highly complementary businesses covering all key geographic luxury markets and customer segments
  • Expanded platform for building stronger partnership with brands
  • Significantly enhanced growth profile given highly complementary skills and geographical footprints
  • More than two million high-spending customers and over 24 million monthly unique visitors worldwide
  • More diversified business portfolio and balanced mix across territories
  • Increased operating leverage and efficiencies driven by greater scale
  • Expected to deliver ~€60 million annual run rate synergies by the third full year following completion

 

KEY TERMS OF THE MERGER

  • All-share merger of YOOX and Net-A-Porter to form the YOOX Net-A-Porter Group, through the absorption into YOOX S.p.A. of an Italian holding company owning The Net-A-Porter Group Limited (“Newco”)
  • Richemont, as sole shareholder of Newco, will receive 50% of the Combined Group’s share capital
  • In order to preserve the independence of the Combined Group:
    • Richemont’s voting rights will be limited to 25%
    • Richemont’s board representation will be limited to 2 directors out of a minimum of 12
    • The Board of Directors of the Combined Group will be composed of at least half of independent directors
  • YOOX will remain listed upon the Milan stock exchange and incorporated in Italy, and, at the completion of the merger, will be renamed YOOX Net-A-Porter Group
  • Federico Marchetti, Founder and CEO of YOOX, will be the CEO of YOOX Net-A-Porter Group
  • Natalie Massenet, Founder and Executive Chairman of Net-A-Porter, will serve as Executive Chairman of YOOX Net-A-Porter Group with defined responsibilities
  • Following completion, the YOOX Net-A-Porter Group intends to launch a capital increase of up to €200m to fund future growth opportunities and the integration, potentially allow for the entry of strategic investors and retain maximum balance sheet flexibility
  • Merger conditional on regulatory consents and shareholder approvals, closing expected in September 2015

 

Federico Marchetti, Founder of YOOX Group and CEO of YOOX Net-A-Porter Group, said: “This is a game-changing merger between two pioneering companies that have already radically transformed the marketplace since 2000 and will now shift the industry paradigm once again. Together, we plan to expand on our many combined successes and industry breadth to strengthen partnerships with the world’s leading luxury brands and harness a significant untapped growth potential.”

 

Downloads

October

05 Oct 2015 Today marks the foundation of the new Group. Shares start trading on the MTA as YNAP
03 Oct 2015 Informative Document published
03 Oct 2015 Informative Document
02 Oct 2015 Consob gives green light to the Merger

September

28 Sep 2015 Merger deed with THE NET-A-PORTER GROUP signed
02 Sep 2015 NATALIE MASSENET’S RESIGNATION
02 Sep 2015 ANTITRUST CLEARANCE RECEIVED FOR THE MERGER WITH THE NET-A-PORTER GROUP

July

29 Jul 2015 Minutes of the Ordinary Shareholders’Meeting
27 Jul 2015 Minutes of the Extraordinary Shareholders’Meeting
23 Jul 2015 Summary voting results
21 Jul 2015 Shareholders’ Meeting YOOX S.p.A.
03 Jul 2015 Information note on the proposal to Merge

June

30 Jun 2015 Natalie Massenet Curriculum Vitae
30 Jun 2015 Proxy for representative Appointed by The Company
29 Jun 2015 Directors’ explanatory report extraordinary part – Report on item 2
19 Jun 2015 Gary Saage Curriculum Vitae
19 Jun 2015 Richard Lepeu Curriculum Vitae
19 Jun 2015 Directors’ Explanatory Report of Ordinary Part
19 Jun 2015 Situazione Patrimoniale di Fusione di Largenta Italia S.p.A. al 10 aprile 2015 (versione italiana)
19 Jun 2015 2014 Annual Report
19 Jun 2015 2013 Annual Report
19 Jun 2015 2012 Annual Report
19 Jun 2015 Report of Baker Tilly Revisa pursuant to art. 2501-sexies of the Italian Civil Code
19 Jun 2015 Situazione patrimoniale proforma di Deal S.r.l. (oggi Largenta Italia S.p.A.) al 10 aprile 2015 – Progetto di Fusione, Allegato B – (versione italiana)
19 Jun 2015 Post-Merger bylaws of the Transferee – Merger Plan, Appendix A2
19 Jun 2015 Post-Merger bylaws of the Transferee – Merger Plan, Appendix A1
19 Jun 2015 Fairness Opinion issued by Banca IMI S.p.A. – Report on item 1, Appendix 1.1.3 (B)
19 Jun 2015 Fairness Opinion issued by Mediobanca – Banca di Credito Finanziario S.p.A. – Report on item 1, Appendix 1.1.3 (A)
19 Jun 2015 Plan of Merger by absorption of Largenta Italia S.p.A. into YOOX S.p.A. – Report on item 1, Appendix 1.1.3
19 Jun 2015 Directors’ explanatory report extraordinary part – Report on item 1
19 Jun 2015 Notice of Extraordinary and Ordinary Shareholders’ Meeting

April

24 Apr 2015 The Board of Directors of YOOX S.p.A. has approved the Merger Plan

March

31 Mar 2015 YOOX Group and The Net-A-Porter Group to merge
31 Mar 2015 YOOX Group and The Net-a-Porter Group to merge Investor Presentation