L Catterton Receives Green Light to Launch Tender Offer on Tod’s Stock

MILAN – Italy’s Bourse watchdog Consob has given the green light to the tender offer aimed at delisting the Tod’s Group. The tender offer will kick off on Monday and run until the end of trading on May 8.

As reported earlier this month, Crown Bidco, an L Catterton affiliate, was looking to acquire 36 percent of Tod’s SpA, or almost 13 million shares, at 43 euros a share, for about 512 million euros. L Catterton is backed by LVMH Moët Hennessy Louis Vuitton. On Friday, it was disclosed that the voluntary tender offer is being launched for 27.9 percent of the group because L Catterton in the meantime has acquired additional shares, raising its stake to 7.9 percent of Tod’s. As a result, the value of the offer is now expected to amount to 398 million euros.

The agreement includes the possibility of a merger if the delisting is not achieved.

Minority shareholder Delphine SAS, a fully owned subsidiary of LVMH, has agreed not to tender its 10 percent of shares on the date of the delisting, and will be granted governance and exit rights. Tod’s chief Diego Della Valle and LVMH chief Bernard Arnault have built a years-long relationship and the former is a member of the board of LVMH.

In the event of full acceptance, Tod’s will maintain 54 percent of the capital, L Catterton will indirectly own 36 percent and Delphine 10 percent.

Tod’s has said that the delisting is seen as “a precondition to ensure the pursuit of [Tod’s] future growth programs and consolidation,” allowing the group “to pursue its objectives in a market environment and legal framework characterized by greater management and organizational flexibility, with faster decision-making and execution times and also benefiting from reduced management and listing costs.”

This is the second time Della Valle has attempted to delist the group, after a failed tender offer in 2022, which did not fulfill the 90 percent threshold.

The Tod’s Group reported a strong performance in the 12 months ended Dec. 31, with net profit of 50 million euros, compared with 23.1 million euros in 2022, on the back of revenues that rose 11.9 percent to 1.12 billion euros. This compared with 1 billion euros in 2022.

In 2023, sales of the Tod’s brand rose 10.4 percent to 562.9 million euros, and Roger Vivier was up 16.5 percent to 286.7 million euros recording growth while maintaining its exclusive positioning.

Hogan revenues rose 9.3 percent to 214.2 million euros and Fay climbed 13.2 percent to 60.4 million euros.

Shoes, the group’s core category, reported a 10.4 percent increase to 857.8 million euros.

Sales of leather goods and accessories rose 16.6 percent to 187.3 million euros and apparel was up 16.7 percent to 79.1 million euros.

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