Voluntary Public Tender Offer for all ordinary shares of YNAP – The Board approves the Issuer’s notice
The Board of Directors of YOOX NET-A-PORTER GROUP S.P.A. (“YNAP” or the “Issuer”), met today and the attending directors voted unanimously to approve the notice (“103 Notice”) drafted pursuant to Article 103, par. 3 and 3-bis, of Legislative Decree 58/1998 (“TUF”) and 39 of Consob Regulation 11971/1999 (“Consob Regulation”) with respect to the Voluntary Public Tender Offer for all ordinary shares of YOOX NET-A-PORTER Group S.p.A. (the “Offer”) launched pursuant to articles 102 and 106, paragraph 4 of TUF by RLG Italia Holding S.p.A. (the “Offeror”), a company indirectly controlled by Compagnie Financière Richemont S.A. (“Richemont”).
For the purposes of approving the 103 Notice, the Board of Directors considered the fairness opinions issued by the financial advisors to the Issuer: Bank of America Merrill Lynch International Limited e Mediobanca – Banca di Credito Finanziario S.p.A..
Specifically, following the meeting, the Board considered fair, from a financial perspective, the consideration of Euro 38.00 for each ordinary share of YNAP tendered in the Offer.
The 103 Notice containing the reasoned assessment of the Issuer’s Board of Directors over the Offer and over the consideration will be attached to the Offer Document (approved by Consob by way of resolution n. 20335 of 14 March 2018), which will be published by the Offeror, together with the fairness opinions issued by the financial advisors to YNAP representing the annexes to the 103 Notice.
Pursuant to Article 41 of Consob Regulation, it is also noted that YNAP Board of Directors, during the above meeting, furthermore resolved to tender in the Offer the n. 17,339 treasury shares of the Issuer.
For any additional information on the Offer, reference is made to the “Announcement of the approval by Consob of the offer document” released by Richemont on 14 March 2018 and to the Offer Document that will be published by the Offeror on 18 March 2018. The press release and documents related to the Offer are also available on YNAP website at www.ynap.com (under the section Investor Relations / Public Tender Offer on YNAP shares) and on
Richemont’s website at www.richemont.com (under the section Investors / YOOX NET-A-PORTER GROUP tender offer).