Slaughter and May and BonelliErede, working as an integrated team, are advising Compagnie Financière Richemont S.A. (Richemont) on a proposed voluntary public tender offer (to be made by a newly formed wholly-owned Italian subsidiary of Richemont) to acquire all of the ordinary shares of Yoox Net-a-Porter Group S.p.A. (YNAP) not already owned by Richemont or its affiliates (the Offer). The Offer was announced on 22 January 2018 and will be made at a price of Euro 38.00 (thirty-eight) per YNAP ordinary share and values YNAP as a whole at over five billion Euro. YNAP is listed on the Borsa Italiana and is the world’s leading online luxury retailer, trading under brands which include net-a-porter. The Offer is subject to customary conditions, including approval from the relevant anti-trust authorities. Richemont intends to finance the cash consideration payable to YNAP shareholders pursuant to the Offer from existing cash resources and/or third party debt. Richemont has entered into a bank facility to provide backstop financing for the Offer. The Richemont group holds YNAP ordinary shares representing 24.97% of YNAP’s share capital, as well as B shares without voting rights.
The Slaughter and May team is led by corporate partners Oliver Wareham and Rob Innes, who are supported by associate Maria Dragun. The team also includes finance partners Ed Fife and Matthew Tobin, supported by associate James Costi, competition partner Will Turtle, supported by associate Elena Krishnan, and tax partner Sara Luder, supported by associate Homyar Pahlan.
The BonelliErede team is led by corporate partners Umberto Nicodano, Vittoria Giustiniani and Stefano Micheli, supported by associates Alessandro Vittoria and Francesca Ricceri. The team also includes tax partner Andrea Silvestri and banking partner Catia Tomasetti, supported by associate Giorgio Frasca.
Slaughter and May and BonelliErede acted for Richemont in connection with the all share merger of the Net-a-Porter group with YOOX in 2015 which led to the creation of YNAP.
US securities law advice to Richemont in connection with the Offer has been provided by Cravath Swaine and Moore LLP partner George Stephanakis and associate Jonathan Coleman.