The Company Exits Milan Stock Exchange as Its Ownership Structure is Reconfigured Through L Catterton Deal
In a move set to reshape its ownership structure, Tod’s will delist from the Milan Stock Exchange at the conclusion of trading on Wednesday. The Italian luxury group announced on May 3 that the voluntary tender offer of Tod’s shares, spearheaded by Crown Bidco Srl, an affiliate of L Catterton, had surpassed a critical threshold.
“With an aggregate stake greater than 90 percent of the share capital, the threshold necessary for the delisting has been met,” reported the luxury group.
This development follows the green light from Italy’s Bourse watchdog Consob in March for the tender offer, which commenced on March 25. Crown Bidco initially sought to acquire 36 percent of Tod’s SpA, or nearly 13 million shares, at 43 euros per share, amounting to approximately 512 million euros. However, due to L Catterton’s increased stake to 7.9 percent, the offer was subsequently adjusted to cover 27.9 percent of the group, reducing the value to an estimated 398 million euros.
Diego Della Valle, Tod’s chief executive officer, and Bernard Arnault, LVMH chief, share a longstanding relationship, with Della Valle serving on LVMH’s board. Minority shareholder Delphine SAS, a LVMH subsidiary owning 10 percent of Tod’s shares, has opted not to tender its shares during the delisting, instead securing governance and exit rights.
Tod’s has characterized the delisting as “a precondition to ensure the pursuit of 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.”
Post-delisting, Tod’s will maintain 54 percent of the capital, while L Catterton will indirectly own 36 percent and Delphine 10 percent.
The group, encompassing Tod’s, Roger Vivier, Hogan, and Fay brands, reported revenues of 1.12 billion euros last year, marking an 11.9 percent increase compared to 2022.
This isn’t Tod’s first attempt at delisting; a similar endeavor in 2022 fell short of the required 90 percent threshold.
L Catterton’s recent acquisition of a majority stake in beauty giant Kiko Milano underscores its strategic expansion efforts. The investment firm, managing approximately $35 billion across various investment platforms, has a robust track record of backing iconic consumer brands globally. In 2021, L Catterton acquired a majority stake in Etro and holds interests in A.P.C., Ganni, and Birkenstock.
