YNAP Board of Directors resolved a waiver to standstill provision undertaken by Compagnie Financière Richemont
Voluntary Tender Offer on Al Ordinary Shares of YNAP announced by Compagnie Financière Richemont S.A.
IN ORDER TO ALLOW THE OFFER, THE YNAP BOARD OF DIRECTORS RESOLVED A WAIVER TO THE STANDSTILL PROVISION UNDERTAKEN BY COMPAGNIE FINANCIÈRE RICHEMONT S.A. ON 31 MARCH 2015 Milan, 22 January 2018 – YOOX NET-A-PORTER GROUP S.p.A. (MTA: YNAP) (the “Company” or “YNAP”), the world’s leading online luxury fashion retailer, notes the following with reference to the announcement issued today, pursuant to article 102 of Legislative Decree n. 58/1998 (“TUF”), by Compagnie Financière Richemont S.A. (“CFR”) in reference to the decision to launch – through RLG Italia Holding S.p.A. (the “Offeror”), a company indirectly fully owned by CFR – a voluntary tender offer on 100% of the ordinary shares of YNAP that will be issued and outstanding as at the time of the Offer (other than shares already owned by CFR and its affiliates as of today), upon cash payment of Euro 38.00 per ordinary share (the “Offer”).
In relation to the above, the Board of Directors of the Company met on 21 January 2018 following the submission by CFR of an irrevocable undertaking to announce, on 22 January 2018, its decision to launch the Offer. The Board of Directors, in the best interest of all shareholders of the Company, resolved a waiver to the standstill provision undertaken by CFR (and its affiliates) pursuant to Article 5.1 of the shareholders agreement entered into on 31 March 2015 by YNAP, on one side, and CFR and Richemont Holdings (UK) Limited, on the other side (the “Shareholders Agreement”). Therefore, the Company consented to CFR and its affiliates purchasing YNAP shares or other YNAP financial instruments in the context of the Offer.
In this regard it is noted that, according to the provisions of Article 5.1 of the Shareholders Agreement, neither CFR, nor its affiliates, are allowed to purchase any YNAP shares or other YNAP financial instruments without the previous written consent of the Company until 5 October 2018 (i.e. for a period of 3 years following the effective date of the merger between YOOX S.p.A. and Net-A-Porter Group Limited).
In the context above, CFR, Richemont Holdings (UK) Limited and YNAP have further agreed that the Shareholders Agreement will be terminated upon the Offer becoming or being declared unconditional.
Any assessment of the Offer by the Board of Directors of YNAP will be disclosed in the press release to be issued by the Company pursuant to Article 103, paragraph 3, of TUF and of Article 39 of Consob Regulation n. 11971/1999.
The press release issued by the Offeror in accordance to Article 102 TUF is available on YNAP’s corporate website.
BofA Merrill Lynch1 and Mediobanca – Banca di Credito Finanziario2 are acting as financial advisors to the Company.
Gatti Pavesi Bianchi is acting as legal advisor.
1 BofA Merrill Lynch is acting exclusively for YNAP in connection with the Offer and for no one else and will not be responsible to anyone other than YNAP for providing advice in relation to the Offer.
2 Mediobanca – Banca di Credito Finanziario is acting exclusively for YNAP in connection with the Offer and for no one else and will not be responsible to anyone other than YNAP for providing advice in relation to the Offer