Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 23, 2022, Primavera Capital Acquisition
Corporation, a Cayman Islands exempted company ("PCAC"), entered into a Business
Combination Agreement (the "BCA") by and among (i) PCAC, (ii) Lanvin Group
Holdings Limited, a Cayman Islands exempted company ("LGHL"), (iii) Lanvin Group
Heritage I Limited, a Cayman Islands exempted company and a direct wholly owned
subsidiary of LHGL, (iv) Lanvin Group Heritage II Limited, a Cayman Islands
exempted company and a direct wholly owned subsidiary of LGHL, and (v) Fosun
Fashion Group (Cayman) Limited, a Cayman Islands exempted company ("Lanvin
Group").
On October 17, 2022, the aforementioned parties entered into an amendment to the
BCA ("Amendment No. 1") to, amongst other matters, (i) change the "Price per
Company Share" from US$3.365773 to US$2.6926188 and (ii) provide that the
US$50 million equity investment by Meritz Securities Co., Ltd. pursuant to a
share subscription agreement with Lanvin Group and LGHL in respect of shares of
Lanvin Group, which was executed on October 16, 2022 (the "Meritz Investment"),
will be deemed part of the "Private Placement" under the BCA and, accordingly,
its proceeds will count towards satisfaction of the minimum cash condition for
closing the business combination.
The foregoing description of Amendment No. 1 does not purport to be complete and
is qualified in its entirety by the terms and conditions of Amendment No. 1, a
copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On October 17, 2022, Lanvin Group issued a press release, announcing certain
information regarding Lanvin Group's financial results for the six month period
ended June 30, 2022 and other business updates, including the Meritz Investment,
expected new equity investments in connection with the business combination
described herein, and revision of the pre-money equity valuation of Lanvin Group
from US$1.25 billion to US$1 billion. A copy of the press release is furnished
hereto as Exhibit 99.1 and incorporated by reference herein.
Additionally, attached as Exhibit 99.2 to this Current Report on Form 8-K and
incorporated into this Item 7.01 by reference is an investor presentation
related to the transactions contemplated by the BCA, which contains updates to
the previously filed investor presentation on PCAC's Current Report on Form 8-K,
dated May 5, 2022, and will be used in discussions with investors and others
from time to time.
The foregoing (including Exhibits 99.1 and 99.2) is being furnished pursuant to
Item 7.01 and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities under that section and shall not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933, as
amended (the "Securities Act") or the Exchange Act, except as otherwise
expressly stated by specific reference in any such filing.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the federal securities laws, and also contains certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this communication, including, but not limited to, statements as to future
results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of
the Lanvin Group, market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and expectations
related to the terms and timing of the proposed business combination with PCAC,
are forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "anticipate,"
"expect," "suggests," "plan," "believe," "intend," "estimates," "targets,"
"projects," "should," "could," "would," "may," "will," "forecast" or other
similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of the
Lanvin Group and PCAC, which are all subject to change due to various factors.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this communication, should be regarded as
indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
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The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the business combination with PCAC; changes to the proposed
structure of the business combination with PCAC that may be required or
appropriate as a result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business combination with PCAC
and the other transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the business combination
with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group
is not obtained; the risk that the business combination with PCAC disrupts
current plans and operations of PCAC or the Lanvin Group as a result of the
announcement and consummation of the business combination with PCAC; the ability
of the Lanvin Group to grow and manage growth profitably and retain its key
employees including its chief executive officer and executive team; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on The New York Stock Exchange following the business combination
with PCAC; failure to realize the anticipated benefits of the business
combination with PCAC; risk relating to the uncertainty of the projected
financial information with respect to the Lanvin Group; the amount of redemption
requests made by PCAC's shareholders and the amount of funds available in the
PCAC trust account; general economic conditions and other factors affecting the
Lanvin Group's business; Lanvin Group's ability to implement its business
strategy; Lanvin Group's ability to manage expenses; changes in applicable laws
and governmental regulation and the impact of such changes on Lanvin Group's
business, Lanvin Group's exposure to litigation claims and other loss
contingencies; the risks associated with negative press or reputational harm;
disruptions and other impacts to Lanvin Group's business, as a result of the
COVID-19 pandemic and government actions and restrictive measures implemented in
response; Lanvin Group's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, Lanvin
Group's technology infrastructure; changes in tax laws and liabilities; and
changes in legal, regulatory, political and economic risks and the impact of
such changes on Lanvin Group's business. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of LGHL's
registration statement on Form F-4, PCAC's Annual Report on Form 10-K and other
documents filed by LGHL or PCAC from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. In addition, there may be additional risks that
neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group
currently believe are immaterial, that could also cause actual results to differ
from those contained in the forward-looking statements. Forward-looking
statements reflect PCAC's and Lanvin Group's expectations, plans, projections or
forecasts of future events and view. If any of the risks materialize or PCAC's
or Lanvin Group's assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. PCAC and
Lanvin Group anticipate that subsequent events and developments may cause their
assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, LGHL, PCAC
and Lanvin Group specifically disclaim any obligation to do so, except as
required by law. The inclusion of any statement in this document does not
constitute an admission by Lanvin Group nor PCAC or any other person that the
events or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as representing PCAC's or
Lanvin Group's assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Lanvin Group and PCAC
contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Lanvin Group, PCAC or any other entity.
Financial Information; Use of Non-IFRS Financial Metrics and Other Key Financial
Metrics
Certain financial information and data contained in this communication is
unaudited.
Accordingly, such information and data may not be included, may be adjusted or
may be presented differently in any proxy statement, prospectus or registration
statement or other report or document to be filed or furnished by PCAC or LGHL
with the SEC. This communication includes certain financial measures (including
on a forward-looking basis) not in accordance with the International Financial
Reporting Standards ("IFRS"). These non-IFRS measures are an addition, and not a
substitute for or superior to measures of financial performance prepared in
accordance with IFRS and should not be considered as an alternative to net
income, operating income or any other performance measures derived in accordance
with IFRS. Lanvin Group believes that these non- IFRS measures of financial
results (including on a forward-looking basis) provide useful supplemental
information to investors about Lanvin Group. Lanvin Group's management uses
forward looking non-IFRS measures to evaluate Lanvin Group's projected financial
and operating performance. Lanvin Group believes that the use of these non-IFRS
financial measures provides an additional tool for investors to use in
evaluating projected operating results and trends in and in comparing Lanvin
Group's financial measures with other similar companies, many of which present
similar non-IFRS financial measures to investors.
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However, there are a number of limitations related to the use of these non-IFRS
measures and their nearest IFRS equivalents. For example, other companies may
calculate non-IFRS measures differently, or may use other measures to calculate
their financial performance, and therefore, Lanvin Group's non-IFRS measures may
not be directly comparable to similarly titled measures of other companies.
Lanvin Group does not consider these non-IFRS measures in isolation or as an
alternative to financial measures determined in accordance with IFRS. The
principal limitation of these non-IFRS financial measures is that they exclude
significant expenses, income and tax liabilities that are required by IFRS to be
recorded in Lanvin Group's financial statements. In addition, they are subject
to inherent limitations as they reflect the exercise of judgements by Lanvin
Group about which expense and income are excluded or included in determining
these non-IFRS financial measures. In order to compensate for these limitations,
Lanvin Group presents non-IFRS financial measures in connection with IFRS
results.
Important Additional Information
This communication relates to a proposed business combination between Lanvin
Group and PCAC. This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed business combination with
PCAC will be submitted to shareholders of PCAC for their consideration.
LGHL has filed a Registration Statement with the SEC which includes a
preliminary proxy statement in relation to the vote by PCAC's shareholders in
connection with the proposed business combination and other matters as described
in the Registration Statement, as well as a preliminary prospectus with respect
to LGHL's securities to be issued in connection with the proposed business
combination. PCAC and LGHL also will file other documents regarding the proposed
business combination with the SEC.
After the Registration Statement has been declared effective, PCAC will mail a
definitive proxy statement/prospectus and other relevant documents to its
shareholders as of the record date established for voting on the proposed
business combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus or any other
document that PCAC will send to its shareholders in connection with the business
combination. PCAC's shareholders and other interested persons are advised to
read, once available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with PCAC's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain important
information about PCAC, LGHL, Lanvin Group and the proposed business combination
with PCAC. Shareholders and investors may also obtain a copy of the preliminary
or definitive proxy statement/prospectus, once available, as well as other
documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by PCAC, without charge, at the SEC's website
located at www.sec.gov or by directing a request to PCAC.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
PCAC, LGHL and Lanvin Group and certain of their respective directors, executive
officers and other members of management and employees may, under SEC rules, be
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Amendment No. 1 to the Business Combination Agreement, dated as of
October 17, 2022
99.1 Press Release dated October 17, 2022
99.2 Investor Presentation, dated October 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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