YOOX GROUP and THE NET-A-PORTER GROUP to merge

March 31, 2015

To Create a Leading Online Luxury Fashion Retailer Worldwide

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[1].

 

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[2] 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[3]
  • 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.”

[1] All data refer to calendar year 2014. Financials related to YOOX Net-A-Porter Group are calculated as the sum of the two corresponding figures.
Figures for Net-A-Porter presented in this press release are prepared according to UK GAAP, refer to the retail calendar (52 weeks) and they are sourced from the unaudited internal management accounts. These accounts may therefore potentially differ significantly from the consolidated accounts for the twelve months ended 31 December 2014. Net-A-Porter financials were converted to Euro at an average €/£ rate of 0.8062 for 2014. Net-A-Porter Adjusted EBITDA excludes Incentive Plan Costs, management fees paid to Richemont and FX gains.

[2] Number of Active Customers related to YOOX Net-A-Porter Group calculated as the sum of the two corresponding Active Customer figures in calendar year 2014. An Active Customer is defined as a customer who has placed at least one order in the 12 preceding months.

[3] On a fully diluted basis.