Piazza Affari, new supply on Tod's at 43 euros | EUROtoday

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Offer on Tod's at 43 euros. The founder Diego Della Valle launches a brand new totalitarian takeover bid for delisting from Piazza Affari after the unsuccessful one in 2022.

The supply introduced on Sunday morning 11 February is the results of an settlement between «Diego Della Valle, Andrea Della Valle, DI.VI. Financial Company of Diego Della Valle & CSrl (“DIVI”) and Diego Della Valle & CSrl (“DDV” and, along with DIVI, Diego Della Valle and Andrea Della Valle, collectively, the “Majority Shareholders”) and Crown Bidco Srl ( the “Offeror”) (firm whose share capital is completely held by LC10 International AIV, LP – fund managed (managed or suggested) by associates of L Catterton Management Limited”. In case of success, the majority shareholders will remain 54% of the share capital; L Catterton will become the owner indirectly of 36% and Delphine will receive 10%.

17% premium offer

The offer implies a premium of 17.59% on Friday's stock market price. The Della Valle group has announced that «the Offeror will promote a voluntary public takeover offer pursuant to articles 102 et seq. of the TUF (the “Offer”) for a consideration equal to euro 43,00 per action aimed at acquiring maximum no. 11,913,128 ordinary shares of Tod's (the “Shares Subject of the Offer”) 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 and from trading on Euronext Milan (“EXM”), a regulated market organized and managed by Borsa Italiana SpA (“Delisting”)»

Within this framework «DDV has undertaken to accept Offer no. 3,459,401 shares, representing 10.45% of the Issuer's share capital” however “the Majority Shareholders have undertaken not to tender Offer no. 17,870,511 shares, representing 54% of the Issuer's share capital; therefore, even following the Offer, the Majority Shareholders will retain exclusive control of Tod's”

Shareholders' settlement

The events have undertaken sure commitments of a shareholder nature, in relation to Tod's, for the interval previous to the Delisting and have undertaken to signal, on the date of the Delisting, a shareholders' settlement geared toward regulating their respective rights and obligations as shareholders of the Issuer , pursuant to which the Offeror will probably be granted illustration on the board of administrators of the Issuer and sure extra governance rights and so-called. of exit (the “Shareholders Agreement”).