Tod's: new takeover bid by Della Valle and L Catterton for delisting from Piazza Affari

Diego Della Valle, founder, chairman and CEO of the Tod's group, is at it again. Together with his family and in particular his brother Andrea, vice-president of the Marches-based group, the entrepreneur has announced a new Opa on the Tod's group at €43. Or rather, a second Opa, because the first attempt dates back to 2022, withdrawn at the beginning of December of that year. This time the Della Valle family is presenting the operation with an 'exceptional partner': it has in fact signed an agreement with the L Catterton fund, born in 2016 from a partnership between the private equity firm Catterton and Lvmh, the largest luxury group in the world, which closed 2023 with revenues close to 90 billion. There will therefore be a new full takeover bid aimed, as was the case for the one a little over a year ago, at delisting from Piazza Affari.

The offer announced is the result of an agreement between "Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. S.r.l. ("DIVI") and Diego Della Valle & C. S.r.l. ("DDV" and, together with DIVI, Diego Della Valle and Andrea Della Valle, jointly, the "Majority Shareholders") and Crown Bidco S.r.l. (the "Offeror") (a company whose share capital is wholly owned by LC10 International AIV, L.P. - a fund managed (managed or advised) by affiliates of L Catterton Management Limited). In the event of success, the majority shareholders will be left with 54% of the share capital; L Catterton will become the indirect owner of 36% and Delphine (Lvmh) will receive 10%.

The Tod's group was the first Italian high-end company to be listed on Piazza Affari, a choice that, by Della Valle's own admission, has allowed the group to grow and develop globally, also becoming one of the few Italian 'billion companies' in the sector. In 2023, revenues (preliminary data announced on 24 January) came to €1.13 billion, up 11.9% from €1.01 billion in 2022; at constant exchange rates, turnover would have risen by 14%. All of the group's brands recorded double-digit growth in revenues in 2023 at constant exchange rates. In addition to the brand that gives the group its name, the portfolio includes the Roger Vivier brand (the one with the highest positioning), Fay and Hogan. The Della Valle family (not the group) has also acquired the Elsa Schiaparelli brand, founded in Paris in the last century by a fashion designer and entrepreneur considered one of the few 'rivals' of Gabrielle Chanel.

Diego Della Valle has been linked for more than 20 years to Bernard Arnault, founder, chairman and ceo of Lvmh, and so have the Della Valle and Arnault families. The founder of the Tod's group also sits on the board of Lvmh and in April 2021, the French giant had bought 2.25 million shares, rising to 10% of Tod's.

The offer implies a premium of 17.59% over Friday's stock market price. Della Valle Group announced that "the Offeror will launch a voluntary tender offer pursuant to Articles 102 et seq. of the TUF (the "Offer") for a consideration of Euro 43.00 per share aimed at acquiring a maximum of 11,913.128 ordinary shares of Tod's (the "Offer Shares") representing 36% of the Issuer's share capital (excluding any treasury shares held by the Issuer) and to obtain the delisting of Tod's ordinary shares from the listing and trading on Euronext Milan ("EXM"), a regulated market organised and managed by Borsa Italiana S.p.A. ("Delisting")".