The Strategic Move to Go Private is Backed by LVMH
Tod’s Group is continuing to move forward with plans to make the company private, announcing delisting plans in partnership with L Catterton and LVMH.
On Sunday, the Italian luxury group, represented by CEO Diego Della Valle, Andrea Della Valle, DI.VI. Finanziaria di Diego Della Valle & C. Srl, and Diego Della Valle & C. Srl, announced an agreement with a newly established Milan-based entity named Crown Bidco Srl. This entity is owned by LC10 International AIV LP, a private fund associated with L Catterton Management Ltd., backed by LVMH.
According to the agreement, Crown Bidco will initiate a voluntary tender offer to acquire 36 percent, equivalent to nearly 13 million shares, of Tod’s SpA for 43 euros per share, with the aim of delisting Tod’s from the Milan Stock Exchange. This offer represents a premium of 17.6 percent compared to the share price on Feb. 9, the last trading day before the announcement.
Upon delisting, L Catterton will secure a representation on Tod’s board.
Delphine SAS, a subsidiary of LVMH and a minority shareholder with 10 percent of shares, has agreed to abstain from tendering its shares during delisting and will be granted governance and exit rights. Della Valle and Arnault share a longstanding relationship, with Della Valle serving on LVMH’s board.
In the event of full acceptance, Tod’s will retain 54 percent ownership, with L Catterton indirectly holding 36 percent and Delphine 10 percent.
The delisting is viewed as crucial for future growth initiatives and consolidation, enabling the group to operate with greater flexibility and efficiency, and reduce management and listing expenses.
Crown is committed to supporting Tod’s in its growth endeavors, acknowledging the excellence of its management, production chain, product quality, and international retail network.
The agreement also includes a provision for a potential merger if delisting falls through, pending approval from relevant corporate bodies.
This marks Della Valle’s second attempt at delisting, following an unsuccessful tender offer in 2022 due to not meeting the 90 percent threshold.
The initial aim of delisting was to facilitate long-term investments in Tod’s Group brands—Tod’s, Roger Vivier, Hogan, and Fay—free from quarterly reporting constraints, with the goal of enhancing brand visibility and operational autonomy.
Analysts had speculated on a Tod’s Group sale, with Arnault being a potential buyer, especially after LVMH increased its stake in Tod’s to 10 percent for 74.5 million euros in April 2021.
Diego Della Valle & C. Srl, controlled by Della Valle, entered into a sale and purchase agreement with Delphine SAS, selling 2.25 million shares of Tod’s SpA, equivalent to 6.8 percent of the capital. LVMH previously owned 3.2 percent.
L Catterton Management’s funds represent approximately $35 billion of investments across private equity, credit, and real estate, with notable investments in iconic consumer brands. In 2021, L Catterton acquired a majority stake in Etro.