LC10 International AIV, L.P a fund managed by L Catterton Management Limited entered into a framework agreement to acquire 36% stake in TOD'S S.p.A. from Di.Vi. Finanziaria Di Diego Della Valle & Co. Srl, Diego Della Valle & C. Srl, Diego Della Valle and Andrea Della Valle for ?512 million.
February 09, 2024
Share
LC10 International AIV, L.P a fund managed by L Catterton Management Limited entered into a framework agreement to acquire 36% stake in TOD'S S.p.A. (BIT:TOD) from Di.Vi. Finanziaria Di Diego Della Valle & Co. Srl, Diego Della Valle & C. Srl, Diego Della Valle and Andrea Della Valle for ?512 million on February 10, 2024. The Offeror will launch a voluntary totalitarian tender offer for a consideration of Euro 43.00 per share, aimed at acquiring no. 11,913,128 ordinary shares of Tod?s representing 36% of the Issuer?s share capital and obtaining the delisting from listing and trading of the Tod?s ordinary shares from Euronext Milan. DDV undertook to tender to the Offer no. 3,459,401 shares, representing 10.45% of the Issuer?s share capital; The Majority Shareholders undertook not to tender to the Offer no. 17,870,511 shares, representing 54% of the Issuer?s share capital; therefore, also following the Offer, the Majority Shareholders will maintain exclusive control over Tod?s; and Also on the date hereof, the Majority Shareholders, the Offeror and Delphine S.A.S entered into a separate agreement pursuant to which Minority Shareholder undertook to: (i) not to tender to the Offer its no. 3,309,900 shares, representing 10% of the Issuer?s share capital; (ii) and become a party to the Shareholders? Agreement on the date of the Delisting, thereby being granted certain governance and exit rights thereunder. In the event of full acceptance of the Offer: (i) the Majority Shareholders will retain ownership of no. 17,870,511 shares, representing 54% of the Issuer?s share capital; (ii) L Catterton will indirectly own no. 11,913,128 shares, representing 36% of the Issuer?s share capital; and (iii) Minority Shareholder will retain ownership of no. 3,309,900 shares, representing 10% of the Issuer?s share capital. The effectiveness of the Offer is subject to the fulfillment of each of the following conditions precedent to the Offer, an overall shareholding of more than 90%, but less than 95%, of the Issuer?s share capital, the Offeror hereby declares that it will not restore a free float sufficient to ensure the regular trading of the shares.
L Catterton is advised by Bonelli Erede Lombardi Pappalardo, as legal advisor, and J.P. Morgan Securities plc, as sole financial advisor. The Majority Shareholders are advised by PedersoliGattai, as legal advisor, and Bank of America Europe DAC, Milan Branch, as sole financial advisor.
Tod's SpA is an Italy-based holding company. The Company, through its subsidiaries, is primarily engaged in creation, production and distribution of shoes, leather goods and accessories, apparel. The Company operates in the luxury sector under brands, such as TOD'S, ROGER VIVIER, HOGAN and FAY. The Company produces shoes and leather goods in its plants, with partial outsourcing to specialized workshops. The Company offers its products to customers through a network of specialized stores. The Company relies on approximately three channels: directly operated stores (DOS), franchised retail outlets, as well as a series of selected, independent multiband stores. The TOD'S brand offers shoes and luxury leather goods. ROGER VIVIER brand offers shoes, handbags, small leather goods, jewellery, as well as sunglasses. HOGAN brand offers shoe collections for women, men, children, as well as crafts various leather goods items. FAY brand offers a product range of casual wear for men and women.
LC10 International AIV, L.P a fund managed by L Catterton Management Limited entered into a framework agreement to acquire 36% stake in TOD'S S.p.A. from Di.Vi. Finanziaria Di Diego Della Valle & Co. Srl, Diego Della Valle & C. Srl, Diego Della Valle and Andrea Della Valle for ?512 million.
TOD'S S.P.A. 
