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Market Regulator Approves Richemont Takeover of YNAP

Compagnie Financière Richemont has cleared another hurdle in its quest to buy the shares in Yoox Net-a-Porter Group that it doesn’t already own.

Late Wednesday, Richemont said Consob, the Italian stock market regulator, had approved the offer document related to its voluntary public tender offer for all the issued, and to be issued, ordinary shares of YNAP.

The offer document will be published on March 18, and made available to the public for consultation on Richemont’s web site and other outlets.

The approval process had been briefly held up last month when Consob decided to suspend its review until it could see YNAP’s 2017 financial results, which were released last week.

As reported, Richemont’s offer applies to all of YNAP’s ordinary shares that are in issue, as well as any new ordinary shares that might be issued upon the exercise of the stock options during the acceptance period.

The total value of the offer amounts to 2.69 billion euros ($3.31 billion), including the value of the stock options exercisable during the acceptance period. Richemont said the total value would increase to 2.77 billion euros should certain stock options be exercised.

The acceptance period of the offer, as agreed with Borsa Italiana SpA, will be from 8:30 a.m. on March 19 until 5:30 p.m. on May 9 inclusive and subject to any extension which may be granted by Consob. If the conditions set forth in the offer document are met, the acceptance period will be reopened from 8:30 a.m. on May 21 until 5:30 p.m. on May 25.

On Jan. 22, Richemont revealed its intention to buy all the ordinary shares of Yoox Net-a-Porter Group SpA at 38 euros a share. Richemont’s plan is to acquire 51 percent of the YNAP shares it does not already own.

“With this new step, we intend to strengthen Richemont’s presence and focus on the digital channel, which is becoming critically important in meeting luxury consumers’ needs,” said Johann Rupert, chairman.

“We see a meaningful opportunity to strengthen further Yoox Net-a-Porter Group’s leading positioning in luxury e-commerce, growing the business in existing and new geographies, increasing product availability and range, and continuing to develop unparalleled services and content for today’s highly discerning consumers.”

Federico Marchetti, founder of Yoox and CEO of YNAP, said the move marked a “historic event” for the luxury e-tailer and that he supports Richemont’s decision. The bid values YNAP at about 5.3 billion euros.

The public tender offer will be made through the special-purpose vehicle RLG Italia Holding SpA, which is in the process of being incorporated. If the deal goes through, the intention is to delist YNAP from the Milan Stock Exchange. YNAP would continue to be run as a separate business in the Richemont stable, and its headquarters would remain in Italy.

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