Sandra‘s Closet

Last Thursday, I had an interesting zoom event with BoF Professional LIVE about unpacking the LVMH-Tiffany saga. The largest acquisition in the history of the luxury goods sector had collapsed, setting up what could be the industry’s biggest M&A battle of all time. Experts to laid out what could happen next and they were pretty right. Robert Williams, Europe Correspondent BoF; Brian Quinn, Law Department Professor, Boston College; Oliver Chen, Managing Director & Senior Equity Research Analyst, Cowen and Company; and Lauren Sherman discussed all possibilities. Interesting to know is that LVMH is part of a group of investors who, together, hold a minority interest in BoF. However, all investors have signed shareholders’ documentation guaranteeing complete editorial independence.

Such an interesting talk last week at BoF

Coming back to the luxury deal of the century. Jewelry is still a fruitful space to look for. It makes sense that LVMH wants to expand in this sector. Tiffany, that has no family shareholders, which is another advantage, is strong in the bridal sector and in China, watches are about 3%. There a lot of strategic synergies between the companies. It was unlikely that LVMH wanted to go to court where you have to be very transparent about your business. It was more likely a strategic move to get a good price, something Bernard Arnault, who built his fortune on acquiring companies, appreciates. It was the first time he wanted to get out of a deal, which could have hurt his reputation as a savvy buyer.

Today, both parties announced that they have concluded an agreement modifying certain terms of their initial agreement (the «Merger Agreement») to reflect a purchase price of $131.50 in cash and to reduce closing conditionality. Other key terms of the Merger Agreement remain unchanged. Tiffany and LVMH have also agreed to settle their pending litigation in the Delaware Chancery Court. This ends weeks of corporate fighting and saves the French luxury conglomerate over $400 million on the original price of $16.2 billion agreed before the worldwide pandemic hit. The deal is now set to close early next year, pending shareholder and regulatory approvals.

Roger N. Farah, Chairman of the Board of Directors of Tiffany, commented. «We are very pleased to have reached an agreement with LVMH at an attractive price and to now be able to proceed with the merger. The Board concluded it was in the best interests of all of our stakeholders to achieve certainty of closing.»

Bernard Arnault, President and CEO of LVMH, commented: «This balanced agreement with Tiffany’s Board allows LVMH to work on the Tiffany acquisition with confidence and resume discussions with Tiffany’s management on the integration details. We are as convinced as ever of the formidable potential of the Tiffany brand and believe that LVMH is the right home for Tiffany and its employees during this exciting next chapter.»

Congrats to the newly weds!

LoL, Sandra

Photos: Courtesy of LVMH / Tiffany

In November 2019, luxury giant LVMH Moët Hennessy Louis Vuitton SE confirmed that it has reached a $16.2 billion deal to buy American jeweller Tiffany & Co. For the previous post, click here please.

Yesterday, after months of speculation, LVMH has called off its planned mega-merger with the American jeweler. The result? Tiffany sinks 11% and is now suing the French luxury conglomerate to keep the acquisition on track. The jewelry giant alleged LVMH sought to leverage US social justice protests and the coronavirus pandemic to «avoid paying the agreed price for Tiffany shares.»

LVMH explained that the deal’s contract set a November 24 deadline, and that requests from Tiffany and the French government to delay the deal led to its pulling out. In return, Tiffany accused LVMH of not doing its part to win approval of the deal from antitrust authorities.

Tiffany’s famous 5th Avenue store in New York City

More details can be found in LVMH’s press release from yesterday: «After a succession of events which undermine the acquisition of Tiffany & Co, the Board of LVMH met to review the situation relating to the contemplated investment in light of these recent developments.

The Board learned of a letter from the French European and Foreign Affairs Minister which, in reaction to the threat of taxes on French products by the US, directed the Group to defer the acquisition of Tiffany until after January 6th, 2021. Furthermore, the Board noted Tiffany & Co.’s requested to extend the «Outside Date» in the Merger Agreement from November 24th to December 31st, 2020.

As a results of these elements, and knowledge of the first legal analysis led by the advisors and the LVMH teams, the Board decided to comply with the Merger Agreement signed in November 2019 which provides, in any event for a closing deadline no later than November 24th, 2020 and officially records that, as it stands, the Group LVMH will therefore not be able to complete the acquisition of Tiffany & Co.»

Key figure: Roger N. Farah, Chairman of the Board Tiffany & Co.

In course of Tiffany & Co.’s lawsuit in the Court of Chancery of the State of Delaware against LVMH Moët Hennessy-Louis Vuitton SE and related entities («LVMH»), Roger N. Farah, Chairman of the Board, said, «We regret having to take this action but LVMH has left us no choice but to commence litigation to protect our company and our shareholders. Tiffany is confident it has complied with all of its obligations under the Merger Agreement and is committed to completing the transaction on the terms agreed to last year. Tiffany expects the same of LVMH.»

He stated further, «We believe that LVMH will seek to use any available means in an attempt to avoid closing the transaction on the agreed terms. But the simple facts are that there is no basis under French law for the Foreign Affairs Minister to order a company to breach a valid and binding agreement, and LVMH’s unilateral discussions with the French government without notifying or consulting with Tiffany and its counsel were a further breach of LVMH’s obligations under the Merger Agreement. ‎Moreover, this supposed official French effort to retaliate against the U.S. for proposed new tariffs has never been announced or discussed publicly; how could it possibly then be an effort to pressure the U.S. into revoking the tariffs? Furthermore, as we are not aware of any other French company receiving such a request, it is all the more clear that LVMH has unclean hands.»

Tiffany CEO Alessandra Bogliolo in 2018

Tiffany emphasized that its business remained strong, with sales in the last three months of 2020 expected to exceed the same period last year and that the COVID-19 pandemic has not prevented other parties from making antitrust filings on a timely schedule.

Chief Executive Officer Alessandro Bogliolo underlined, »The fundamental strength of Tiffany’s business is clear. The company has already returned to profitability after just one quarter of losses, and we expect our earnings in the fourth quarter of 2020 will actually exceed the same period in 2019.»

The famous movie scene: Audrey Hepburn in «Breakfast at Tiffany’s».

Tiffany is seeking to expedite the Delaware proceedings to obtain a ruling prior to November 24, 2020 ordering LVMH to comply with its obligations and complete the transaction on the agreed terms.

An unpleasant turnaround of what we thought would become a love story of the luxury industry. I am very curious to see the outcome. I mean if LVMH walks away completely, Kering or Richmond might jump on the deal and acquire Tiffany. Stay tuned!

LoL, Sandra

Funny composite from the NY Post
Photos: Tiffany & Co., LVMH, Getty