AD HOC ANNOUNCEMENT PURSUANT TO ART. 53
LR 7 OCTOBER 2024
- Richemont will sell YNAP to Mytheresa with a cash position
of €555m and no financial debt, subject to customary closing
adjustments
- Mytheresa to issue shares to Richemont representing 33% of
Mytheresa’s fully diluted share capital
- Richemont to provide a €100m revolving credit facility to
YNAP
- Closing of transaction expected in H1 2025, subject to
customary conditions, including regulatory approvals
- Transaction creates multi-brand digital group of significant
scale, global reach as well as exceptional customer
centricity
Today, Mytheresa (NYSE:MYTE) and Richemont (SWX:CFR) announce
that they have entered into binding agreements for the acquisition
of 100% of the share capital of YNAP by Mytheresa. The transaction
aims to create a leading, global, multi-brand digital luxury group
offering a highly curated and strongly differentiated edit of the
most prestigious luxury brands and products to luxury enthusiasts
worldwide.
Transaction Rationale
Mytheresa and YNAP have each earned a strong reputation in the
luxury industry for their pioneering roles in innovation,
authoritative editorial voice and curation, as well as high-quality
customer service. Together, the different storefronts cover a broad
spectrum of the luxury market with distinct propositions in terms
of brand portfolio, customer and geographical focus while sharing
the strategic positioning towards high end customers.
In the medium term, Mytheresa’s vision for the combined group
entails:
- The integration of YNAP’s Luxury division into
Mytheresa, to form one group with three distinct storefronts:
MYTHERESA, NET-A-PORTER and MR PORTER, which is expected to:
- Provide a broader and further differentiated luxury offering
towards customers based on distinctive assortments, marketing and
customer touchpoints;
- Offer luxury brand partners an even broader and specific reach
of luxury consumers worldwide as a result of distinctive curation
and inspiration; and
- Share infrastructure including Mytheresa`s technology platform
and operational best practices to facilitate greater efficiencies
while maintaining their distinct brand identities.
- The separation of the off-price division - comprising
YOOX and THE OUTNET, leading destinations for online off-price
luxury shopping - from the Luxury division to allow for a simpler
and more efficient operating model driving higher growth and
profitability.
- The discontinuation of YNAP’s white label division, once
the Richemont Maisons’ online stores powered by YNAP migrate to
their own chosen platforms.
Michael Kliger, CEO of Mytheresa, said: “I am truly excited by
today’s announcement. With this transaction, Mytheresa aims to
create a pre-eminent, multi-brand, digital, luxury group worldwide.
MYTHERESA, NET-A-PORTER and MR PORTER will offer differentiated but
complementary multi-brand luxury edits based on curation,
inspiration and outmost customer service. The three brands will
share a large part of their infrastructure creating synergies and
efficiencies while maintaining their different brand identities.
The off-price business will benefit from the separation from luxury
and a much simpler operating model driving growth and
profitability. We believe that this transaction will create
significant value for our shareholders, brand partners and most
importantly for our high-end customers.”
Johann Rupert, Chairman of Richemont, said: “We are pleased to
have found such a good home for YNAP. As a trusted partner to many
of the world’s leading global luxury brands, YNAP is renowned for
its pioneering high-end customer services complemented by its
distinctive and inspirational editorial voice. Mytheresa is ideally
placed to build on YNAP’s assets to further delight customers and
brand partners alike across the world by harnessing both companies’
respective strengths.”
Financial consideration
At transaction closing, Richemont will sell YNAP to Mytheresa
with a cash position of €555m and no financial debt, subject to
customary closing adjustments, in exchange for shares to be issued
by Mytheresa representing 33% of Mytheresa’s fully diluted1 share
capital at closing following issuance of the consideration shares.
Richemont will make available a 6-year revolving credit facility of
€100m to finance YNAP’s general corporate needs, including working
capital.
Richemont will have the right to nominate a member and an
observer to the Supervisory Board of Mytheresa following
closing.
Closing of the transaction, which is expected to occur in the
first half of calendar year 2025, is subject to customary
conditions, including the receipt of antitrust approvals.
The transaction is not subject to or conditional on approval by
either Richemont or Mytheresa shareholders.
Richemont’s shareholding in Mytheresa will be subject to a
one-year lock-up period following transaction closing, followed by
a further one-year period in which only certain limited sale
transactions may take place.
As a result of this transaction, Richemont currently expects the
write-down of YNAP net assets to amount to approximately €1.3
billion, which also accounts for the cash to be left in YNAP upon
completion. This value is subject to change until completion date
as it depends on several variables, namely Mytheresa’s share price,
the USD/EUR foreign exchange rate, the value of net assets and
debt-like items of YNAP at completion date.
Conference Call Information
Mytheresa will host a conference call to discuss the transaction
at 8am Eastern Time. Those wishing to participate via webcast
should access the call through Mytheresa’s Investor Relations
website at https://investors.mytheresa.com. Those wishing to
participate via the telephone may dial in at +1 800 715 9871 (USA).
The participant access code will be 3814635. The conference call
replay will be available via webcast through Mytheresa’s Investor
Relations website. The telephone replay will be available from 10am
Eastern Time on October 7, 2024, through October 14, 2024, by
dialing +1 800 770 2030 (USA). The replay passcode will be
3814635.
Forward Looking Statements
This release contains forward-looking statements as that term is
defined in the United States Private Securities Litigation Reform
Act of 1995. All statements contained in this release that do not
relate to matters of historical fact should be considered
forward-looking statements, including, without limitation,
statements regarding the timing and completion of and expected
benefits from the transactions involving Richemont Maisons,
NET-A-PORTER and YNAP, expectations regarding future opportunities
and our market position, our business plans and strategy, future
financial or operating performance, as well as statements that
include the words “expect,” “plan,” “believe,” “estimate,” “may,”
“should,” “anticipate,” “will,” “could,” “aim,” “continue” and
similar statements of a future or forward-looking nature. Such
forward-looking statements are not guarantees of future
performance. Richemont’s forward-looking statements are based on
management’s current expectations and assumptions regarding YNAP’s
business and performance, the economy and other future conditions
and forecasts of future events, circumstances and results. Our
retail stores are heavily dependent on the ability and desire of
consumers to travel and shop and a decline in consumer traffic
could have a negative effect on our comparable store sales and/or
average sales per square foot and store profitability resulting in
impairment charges, which could have a material adverse effect on
our business, results of operations and financial condition.
Reduced travel resulting from economic conditions, retail store
closure orders of civil authorities, travel restrictions, travel
concerns and other circumstances, including disease epidemics and
other health-related concerns, could have a material adverse effect
on us, particularly if such events impact our customers’ desire to
travel to our retail stores. International conflicts or wars,
including resulting sanctions and restrictions on importation and
exportation of finished products and/or raw materials, whether
self-imposed or imposed by international countries, non-state
entities or others, may also impact these forward-looking
statements. As with any projection or forecast, forward-looking
statements are inherently susceptible to uncertainty and changes in
circumstances. Actual results may differ materially from the
forward-looking statements as a result of a number of risks and
uncertainties, many of which are outside Richemont’s control.
Accordingly, you should not rely upon forward-looking statements as
predictions of future events. In addition, the forward-looking
statements made in this release relate only to events or
information as of the date on which the statements are made in this
release. Richemont does not undertake to update, nor does it have
any obligation to provide updates of, or to revise, any
forward-looking statements.
This press release contains “forward-looking statements” within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. All statements other than statements of
historical fact or relating to present facts or current conditions
included in this press release are forward- looking statements.
Forward-looking statements give Mytheresa’s current expectations
and projections relating to the proposed transaction and the
operation of the combined companies; its financial condition,
results of operations, plans, objectives, future performance and
business, including statements relating to financing activities,
future sales, expenses, and profitability; future development and
expected growth of our business and industry; our ability to
execute our business model and our business strategy; having
available sufficient cash and borrowing capacity to meet working
capital, debt service and capital expenditure requirements for the
next twelve months; and projected capital spending. You can
identify forward-looking statements by the fact that they do not
relate strictly to historical or current facts. These statements
may include words such “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,”
“potential,” “predict,” “project,” “should,” “will,” “would,” or
the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words.
The forward-looking statements contained in this press release are
based on assumptions that Mytheresa has made in light of its
industry experience and perceptions of historical trends, current
conditions, expected future developments and other factors it
believes are appropriate under the circumstances. As you read and
consider this press release, you should understand that these
statements are not guarantees of performance or results. They
involve risks, uncertainties (many of which are beyond Mytheresa’s
control) and assumptions. Although Mytheresa believes that these
forward-looking statements are based on reasonable assumptions, you
should be aware that many factors could affect its actual operating
and financial performance and cause its performance to differ
materially from the performance anticipated in the forward-looking
statements. Mytheresa believes these factors include, but are not
limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination or
abandonment of the proposed transaction; the expected timing and
likelihood of completion of the proposed transaction with
Richemont, including the timing, receipt and terms and conditions
of any required governmental and regulatory approvals of the
proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the transaction; the risk that the
conditions to closing the proposed transaction may not be satisfied
in a timely manner or at all; the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of YNAP to retain customers and retain and hire key
personnel and maintain relationships with their brand partners and
customers and on their operating results and businesses generally;
the risk that problems may arise in successfully integrating the
businesses of YNAP and Mytheresa, which may result in the combined
company not operating as effectively and efficiently as expected;
the risk that the combined company may be unable to achieve
cost-cutting synergies or that it may take longer than expected to
achieve those synergies; Mytheresa’s ability to effectively compete
in a highly competitive industry; Mytheresa’s ability to respond to
consumer demands, spending and tastes; Mytheresa’s ability to
respond to any current or future health epidemic or other adverse
public health development; Mytheresa’s ability to acquire new
customers and retain existing customers; consumers of luxury
products may not choose to shop online in sufficient numbers; the
volatility and difficulty in predicting the luxury fashion
industry; Mytheresa’s reliance on consumer discretionary spending;
and Mytheresa’s ability to maintain average order levels and other
factors. Should one or more of these risks or uncertainties
materialize, or should any of these assumptions prove incorrect,
Mytheresa’s actual operating and financial performance may vary in
material respects from the performance projected in these
forward-looking statements.
Mytheresa undertake no obligation to update any forward-looking
statements made in this press release to reflect events or
circumstances after the date of this press release or to reflect
new information or the occurrence of unanticipated events, except
as required by law.
The achievement or success of the matters covered by such
forward-looking statements involves known and unknown risks,
uncertainties and assumptions. If any such risks or uncertainties
materialize or if any of the assumptions prove incorrect,
Mytheresa’s results could differ materially from the results
expressed or implied by the forward-looking statements it
makes.
You should not rely upon forward-looking statements as
predictions of future events. Forward-looking statements represent
Mytheresa’s management’s beliefs and assumptions only as of the
date such statements are made.
Further information on these and other factors that could affect
Mytheresa’s financial results is included in filings it makes with
the U.S. Securities and Exchange Commission (“SEC”) from time to
time, including the section titled “Risk Factors” in its annual
report on Form 20-F and on Form 6-K (reporting its quarterly
results). These documents are available on the SEC’s website at
www.sec.gov and on the SEC Filings section of the Investor
Relations section of our website at:
https://investors.mytheresa.com.
About Mytheresa
Mytheresa is one of the leading luxury multi-brand digital
platforms shipping to over 130 countries. Founded as a boutique in
1987, Mytheresa launched online in 2006 and offers ready-to-wear,
shoes, bags and accessories for womenswear, menswear, kidswear as
well as lifestyle products and fine jewelry. The highly curated
edit of up to 250 brands focuses on true luxury brands such as
Bottega Veneta, Brunello Cucinelli, Dolce&Gabbana, Gucci,
Loewe, Loro Piana, Moncler, Prada, Saint Laurent, The Row,
Valentino, and many more. Mytheresa’s unique digital experience is
based on a sharp focus on high-end luxury shoppers, exclusive
product and content offerings, leading technology and analytical
platforms as well as high quality service operations. The NYSE
listed company reported € 913.6 million GMV in fiscal year 2024
(+7% vs. FY23). For more information, please visit
https://investors.mytheresa.com/.
About Richemont
At Richemont, we craft the future. Our unique portfolio
includes prestigious Maisons distinguished by their craftsmanship
and creativity. Richemont’s ambition is to nurture its Maisons and
businesses and enable them to grow and prosper in a responsible,
sustainable manner over the long term.
Richemont operates in three business areas: Jewellery
Maisons with Buccellati, Cartier, Van Cleef & Arpels and
Vhernier; Specialist Watchmakers with A. Lange & S�hne,
Baume & Mercier, IWC Schaffhausen, Jaeger-LeCoultre, Panerai,
Piaget, Roger Dubuis and Vacheron Constantin; and Other,
primarily Fashion & Accessories Maisons with Alaïa, Chloé,
Delvaux, dunhill, Gianvito Rossi, Montblanc, Peter Millar including
G/FORE, Purdey, Serapian as well as Watchfinder & Co. In
addition, Richemont operates NET-A-PORTER, MR PORTER, THE OUTNET,
YOOX and the OFS division.
Richemont ‘A’ shares are listed and traded on the SIX Swiss
Exchange, Richemont’s primary listing, and are included in the
Swiss Market Index ('SMI') of leading stocks. The ‘A’ shares are
also traded on the JSE Johannesburg Stock Exchange, Richemont’s
secondary listing.
About YOOX NET-A-PORTER (YNAP)
YNAP is a world leading online luxury and fashion retailer, with
a distinctive offering including multi-brand in-season online
stores NET-A-PORTER and MR PORTER, and multi-brand off-season
online stores YOOX and THE OUTNET.
Uniquely positioned in the high growth online luxury sector,
YNAP has a client base of c.4 million high-spending customers and
over 900 million visitors worldwide. The Group has offices and
operations in the United States, Europe, Middle East, Japan,
mainland China and Hong Kong SAR, China. It delivers to over 170
countries around the world.
1 Mytheresa’s fully diluted share capital includes outstanding
issued shares, plus probability-adjusted vested and unvested RSU /
PSU and stock options plans.
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Mytheresa Contacts Media Contacts for public
relations Mytheresa.com GmbH Sandra Romano mobile: +49 152
54725178 email: sandra.romano@mytheresa.com Media Contacts for
business press Mytheresa.com GmbH Lisa Schulz mobile: +49 151
11216490 email: lisa.schulz@mytheresa.com Investor Relations
Contacts Mytheresa.com GmbH Stefanie Muenz mobile: +49 89
127695-1919 email: investors@mytheresa.com Richemont
Contacts Investor / analyst enquiries: +41 22 721 30 03;
investor.relations@cfrinfo.net Media enquiries: +41 22 721 35 07;
pressoffice@cfrinfo.net; richemont@teneo.com Media Contacts for
business press BOC Consult GmbH Ruediger Assion mobile: +49 176
2424 7691 email: ruediger.assion@boc-consult.com
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