LVMH to Acquire Tiffany: The Historic Deal in Fashion Has Just Been Sealed
In a surprising turn of events, LVMH Moët Hennessy Louis Vuitton ("LVMH") announced today it agreed to acquire Tiffany & Co. ("Tiffany"). The French luxury conglomerate will now pay $15.8 billion, thereby effectively ending their bitter legal conflict that has been going for several months. After the initial deal fell out, the two giants of the fashion industry took their dispute to the Delaware Chancery Court. Tiffany claimed, among other things, that LVMH's inexcusable delay in obtaining antitrust approvals constitutes a breach of contract. In response, LVMH counter-claimed that the Tiffany's mismanagement during the pandemic triggered a Material Adverse Effect provision that justifies the rescission of their merger agreement. (See my earlier posts for a detailed analysis of each complaint.) A four-day trial was scheduled to start on January 5, 2021.
Then, to everyone's consternation, some sources reported yesterday that LVMH and Tiffany had entered into a negotiation. According to the reports, LVMH indicated that it would buy Tiffany if Tiffany's Board of Directors agrees to lower its per-share price at a range of $131-134. The price was originally set at $135. The two finally agreed on $131.5, giving LVMH a $400 million discount. As of October 26, the European Commission cleared all regulatory approvals necessary for the acquisition.
So how did this happen? My guess is that LVMH now sees the impact of the pandemic as less severe than it had initially predicted. LVMH recently announced its Q3 earnings, which outperformed the market expectations. Although it recorded revenue of 30.3 billions euros in the first nine months of 2020 (down 21% when compared to the same period in 2019), its fashion division showed strong signs of rebound by returning to a double-digit growth. The continual growth of Maria Grazia Chiuri's Dior was especially noteworthy. Tiffany is also on the fast track to recovery. In a preliminary report for September and October, Tiffany stated that its operating earnings increased about 25% when compared to the same period in 2019. In particular, its global e-commerce sales doubled with the Asian markets, once again, opening their wallets.
In light of this ameliorating situation, LVMH and Tiffany seem to have found a common ground: that it makes sense for both to go forward with the deal if Tiffany can slightly lower its per-share price. Bernard Arnault, the chairman of LVMH, characterized the new deal as "a balanced agreement", suggesting that the both sides stand to gain from this compromise. Plus, litigation is expensive and time-consuming. Most importantly, as publicly listed companies, LVMH and Tiffany's reputations are at stake. Both definitely do not want bad publicity, to say the least. Hence the historic deal of the century has just been sealed. I can't personally wait to see the synergy that will flow from this marriage.
Comments
Post a Comment