- Zegna Family to Retain Control with a Stake of approx. 62%;
Merged Entity will have an Anticipated Initial Enterprise Value of
$3.2 Billion
- Group’s Vertical Integration and Made in Italy Luxury
Textile, Clothing and Knitwear Platform Ensures Highest Levels of
Excellence while Maintaining Heritage of Sustainability
- Successful Acquisition of Iconic Thom Browne Brand
Demonstrates Strength of Group’s M&A Strategy and Ability to
Develop Brands
- Partnership with Investindustrial to Support Zegna’s
Continuing Growth Plans
Ermenegildo Zegna Group (“Zegna”, “the Group”, or “the
Company”), a world-renowned Italian luxury house, and
Investindustrial Acquisition Corp. (“IIAC”), a special purpose
acquisition corporation sponsored by investment subsidiaries of
Investindustrial VII L.P., announced today a definitive business
agreement that is expected to make Zegna a public company listed on
the New York Stock Exchange later this year.
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the full release here:
https://www.businesswire.com/news/home/20210718005029/en/
Zegna Group CEO Ermenegildo “Gildo” Zegna said: “Over 111
years ago, my grandfather and namesake founded Zegna with the
belief that caring for both the natural environment and for people
was the bedrock for creating the finest textiles and a successful
brand. Since then, we have proudly followed in his footsteps to
become one of Italy’s true luxury houses. Today’s announcement
underscores the success of our strategy of continuously focusing on
the Group’s brand equity while also continuing to build upon our
heritage, our ethos of sustainability, and the unique craftsmanship
that has made our name synonymous with quality and luxury around
the world. The Zegna family will remain at the Company’s helm
following the transaction’s completion, and we will continue to
invest in creativity, innovation, talent, and technology in order
to sustain Zegna’s leadership position in the global luxury
market.”
Since its founding in 1910 by the Company’s namesake,
Ermenegildo Zegna, the Group has evolved from a producer of
textiles and menswear into a leading purveyor of luxury goods to
clients around the globe. While the Zegna brand remains the Group’s
flagship label and an emblem of Italian excellence, in 2018 Zegna
acquired the majority stake in American luxury fashion brand Thom
Browne. The brand’s growing success under Zegna’s ownership is yet
another example of the Group’s ability to grow through acquisitions
by creating prospects for integration and efficiency. Zegna’s
management has capitalized on the unique strengths of Thom Browne,
namely its consistency and name recognition, its younger customer
base, its high digital penetration, and its iconic collections,
doubling Thom Browne’s revenues since 2018 as a result.
Over the past years, Zegna has strengthened its one-of-a-kind
Made in Italy luxury textile laboratory platform through the
acquisition of Italian textile manufacturers. The platform is a key
competitive advantage alongside the Group’s ready-to-wear and
Made-to-Measure offerings. It is the provider of choice for some of
the world’s most highly regarded luxury names while also supplying
the finest materials to the Group’s own brands.
As of December 31, 2020, the Group has a presence in 80
countries through 296 directly operated stores, and this year, the
Group expects annual sales to approach those of 2019. In 1991,
Zegna was the first luxury menswear brand to open in China, and
Greater China accounted for 35% of the Company’s apparel,
accessories and textile revenues in 2019.
Also importantly, Zegna has expanded its leadership in the
luxury leisurewear segment, growing this category from 38% of sales
in 2016 to over 50% in 2021 YTD, all while maintaining its
leadership position in the heritage formalwear segment. The Company
has also successfully attracted a new generation of customers
through partnerships and collaborations that have further elevated
the brand’s name with younger consumers.
Upon closing of the transaction, which is expected to occur in
the fourth quarter of this year subject to customary approvals and
conditions and to IIAC’s shareholders’ vote, the Zegna family will
continue to control the Company with a stake of approximately 62%.
Based on the transaction value, the merged entity will have an
anticipated initial enterprise value of $3.2 billion with an
expected market capitalization of $2.5 billion1.
Andrea C. Bonomi, Founder of Investindustrial and
Chairman of the Industrial Advisory Board, said: “For over
thirty years, Investindustrial has invested in and supported both
growing and leading Italian brands. We believe in the strength of
Made in Italy, which has always been recognized worldwide for
quality, craftsmanship, and innovation. With Zegna we identified a
group that also includes both a strong family heritage and a
leading position in sustainability – one of the pillars in
Investindustrial’s investment strategy. We are supporting the Zegna
Group with a long-term commitment and a significant investment to
back the Company’s ongoing expansion and growth, with the goal of
spreading Zegna’s unparalleled heritage and luxury craftmanship
more broadly to customers around the world.”
Sergio Ermotti, Chairman of Investindustrial Acquisition
Corp., said: “Our special purpose acquisition corporation was
created for transactions like this one: taking public a well
managed company with strong fundamentals and growth potential like
Zegna. Our goal now is to support Zegna in this important new
chapter of its history while opening the opportunity to the public
to invest in one of the last great iconic independent luxury
brands.”
On July 18, 2021, IIAC (NYSE: IIAC) entered into a definitive
agreement to combine with Zegna with a combination of stock and
cash financing. The transaction is expected to deliver
approximately $880 million of gross proceeds2, consisting of IIAC’s
$403 million cash held in trust, a fully committed $250 million
PIPE – which, in light of strong investor demand, was upsized by
$50m vs the original target amount – and approximately $225
million3 in a forward purchase agreement with Strategic Holding
Group S.à.r.l., an independently managed investment subsidiary of
Investindustrial VII L.P. (“SSH”). Under the forward purchase
agreement, SSH will invest approximately $225 million3 which,
together with relevant Sponsor promote shares4, will provide them
with circa 11% of the Company. SSH’s investment will be subject to
a lock-up of up to 3 years, demonstrating their strong commitment
to the Company and alignment with the Zegna family.
The PIPE has attracted strong interest from a diverse group of
high profile institutional investors, including a large commitment
by a leading US-based global asset manager. The PIPE saw the
participation of several of the most prominent names in the luxury
industry, alongside the support of members of Zegna’s Board of
Directors and the Group’s Executives. The combination of the
investors participating in the PIPE and IIAC shareholder register
provides a well diversified and high profile investor base which
will help consolidate Zegna’s success in the public equity
markets.
The Boards of Directors of both IIAC and Zegna have each
unanimously approved the proposed transaction, which is expected to
close by the fourth quarter of 2021, subject to customary approvals
and conditions and to IIAC’s shareholders’ vote.
Advisors
UBS Investment Bank is acting as exclusive financial advisor to
Ermenegildo Zegna Group with a team led by UBS Italy Country Head
Riccardo Mulone, and as co-lead placement agent on the PIPE.
Sullivan & Cromwell is acting as legal advisor to
Ermenegildo Zegna Group. Deutsche Bank, Goldman Sachs Bank Europe,
SE - Succursale Italiana, JP Morgan Securities Plc and Mediobanca
are acting as financial advisors to Investindustrial Acquisition
Corp. Deutsche Bank, Goldman Sachs & Co.LLC and JP Morgan
Securities Plc are acting as co-lead placement agents on the PIPE.
Mediobanca is providing a fairness opinion to Investindustrial
Acquisition Corp.’s Board of Directors. Chiomenti and Kirkland
& Ellis are acting as legal advisor to Investindustrial
Acquisition Corp. Shearman & Sterling is acting as legal
advisor to the placement agents.
About Ermenegildo Zegna Group
Rooted in the future, the Ermenegildo Zegna Group is a leading
global luxury group, internationally recognised for the excellent
quality and designs of its brands Zegna and Thom Browne and the
noble fabrics and fibres by means of the in-house entirely Made in
Italy Luxury Textile and Manufacturing Laboratory Platform. Founded
as a fabric maker in 1910 by Ermenegildo Zegna in Trivero, Italy,
the Group continues to be led by the third and fourth generations
of the Zegna family, driven by the founder’s pioneering commitment
to sustainability, responsibility towards the environment, the
communities and the territory which finds its living path in Oasi
Zegna, a 100 square kilometer natural park surrounding Lanificio
Zegna. A vertically integrated supply chain, encompassing sheep
farms, textile mills and factories, is at the heart of the Group’s
dedication to quality, craftsmanship, and innovation. Engineer of
the world’s finest wool fabrics and partner of choice for hi-end
international luxury brands, through the owned textile platform,
Ermenegildo Zegna Group includes historic Italian companies that
are among the highest quality suppliers in the luxury industry.
Managed by Gildo Zegna as CEO, Zegna Group designs, creates and
distributes luxury menswear and accessories under Zegna brand and
womenswear, menswear and accessories under Thom Browne brand to
over 500 stores, of which 296 DOS, in 80 countries around the
world, remaining committed to leveraging its rich heritage to build
a better present and future.
About Investindustrial Acquisition Corp.
IIAC is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses. The Company is sponsored by Investindustrial
Acquisition Corp. L.P. (the “Sponsor”), a limited partnership whose
majority investor is an independently managed investment subsidiary
of Investindustrial VII L.P..
About Investindustrial
Investindustrial is a leading European group of independently
managed investment, holding and advisory companies with €11 billion
of raised fund capital. With ESG principles deeply embedded into
the Firm’s core approach, Investindustrial has a 30-year history of
providing mid-market companies capital, industrial expertise,
operational focus, and global platforms to accelerate sustainable
value creation and international expansion. Additional information
is available at www.investindustrial.com.
For additional information, please visit
https://www.zegnagroup.com/en/news/
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of section 27A of the Securities Act and Section 21E of
the Exchange Act that are based on beliefs and assumptions and on
information currently available to Zegna and IIAC. In some cases,
you can identify forward-looking statements by the following words:
“may,” “will,” “could,” “would,” “should,” “expect,” “intend,”
“plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,”
“potential,” “continue,” “ongoing,” “target,” “seek” or the
negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects,
although not all forward-looking statements contain these words.
Any statements that refer to expectations, projections or other
characterizations of future events or circumstances, including
strategies or plans as they relate to the proposed transaction, are
also forward-looking statements. These statements involve risks,
uncertainties and other factors that may cause actual results,
levels of activity, performance or achievements to be materially
different from the information expressed or implied by these
forward-looking statements. Although each of Zegna and IIAC
believes that it has a reasonable basis for each forward-looking
statement contained in this communication, each of Zegna and
IIACcaution you that these statements are based on a combination of
facts and factors currently known and projections of the future,
which are inherently uncertain. In addition, there will be risks
and uncertainties described in the proxy statement/prospectus on
Form F-4 relating to the proposed transaction, which is expected to
be filed by Zegna with the SEC and other documents filed by Zegna
and IIAC from time to time with the SEC. These filings may identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Most of these factors
are outside Zegna’s and IIAC’s control and are difficult to
predict. Forward-looking statements in this communication include,
but are not limited to, statements regarding the proposed
transaction, including the timing and structure of the transaction,
the proceeds of the transaction and the benefits of the
transaction. Neither Zegna nor IIAC can assure you that the
forward-looking statements in this communication will prove to be
accurate. These forward-looking statements are subject to a number
of risks and uncertainties, including, among others, the risk that
the transaction may not be completed in a timely manner or at all,
the ability to complete the business combination due to the failure
to obtain approval from IIAC’s shareholders or satisfy other
closing conditions in the business combination agreement, the
occurrence of any event that could give rise to the termination of
the business combination agreement or the termination of any PIPE
investor’s subscription agreement, the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the business combination, the ability to
recognize the anticipated benefits of the business combination,
including as a result of a delay in consummating the transaction,
the amount of redemption requests made by IIAC’s public
shareholders, costs related to the transaction, the risk that the
transaction disrupts current plans and operations as a result of
the announcement and consummation of the transaction, general
economic, political and business conditions, applicable taxes,
inflation, interest rates and the regulatory environment, the risk
that Zegna may not be able to maintain the recognition, integrity
or reputation of its brands or is unable to anticipate trends and
identify and respond to new and changing consumer preferences,
Zegna’s failure to implement its strategy, any disruption in
Zegna’s manufacturing and logistics facilities, fluctuations in the
price or quality of, or disruptions in the availability of, raw
materials used in Zegna’s products, Zegna’s inability to negotiate,
maintain or renew its license agreements and strategic alliances,
the outcome of any potential litigation, government or regulatory
proceedings, changes in macro-economic conditions and tourist
traffic and demand, Zegna’s ability to retain certain key personnel
and craftsmen, any disruption in Zegna’s information technology,
including as a result of cybercrimes, Zegna’s competitive position,
risks related to Zegna’s management team’s limited experience in
managing a public company, Zegna’s intellectual property position,
including its ability to protect and maintain its intellectual
property rights, fluctuations in foreign currency exchange rates
that could result in currency transaction losses that negatively
impact Zegna’s financial results and the anticipated transaction
proceed uses and sources, the ability of the combined company to
grow and manage growth profitably and retain its key employees, the
inability to obtain or maintain the listing of the combined
company’s securities on the New York Stock Exchange following the
business combination, the impact of the global COVID-19 pandemic on
any of the foregoing, and other risks and uncertainties, including
those to be included under the heading “Risk Factors” in the
registration statement on Form F-4 to be filed by Zegna with the
SEC and those included under the heading “Risk Factors” in the
annual report on Form 10-K for year ended December 31, 2020 of IIAC
and in its subsequent quarterly reports on Form 10-Q and other
filings with the SEC. In light of the significant uncertainties in
these forward-looking statements, you should not regard these
statements as a representation or warranty by Zegna, IIAC, their
respective directors, officers or employees or any other person
that Zegna and IIAC will achieve their objectives and plans in any
specified time frame, or at all. The forward-looking statements in
this communication represent the views of Zegna and IIAC as of the
date of this communication. Subsequent events and developments may
cause that view to change. However, while Zegna and IIAC may elect
to update these forward-looking statements at some point in the
future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
Zegna or IIAC as of any date subsequent to the date of this
communication.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed transaction, Zegna expects to
file a registration statement on Form F-4 with the SEC that will
include a prospectus with respect to the Company’s securities to be
issued in connection with the proposed transaction and a proxy
statement with respect to the shareholder meeting of IIAC to vote
on the proposed transaction. Shareholders of IIAC and
other interested persons are urged to read, when available, the
preliminary proxy statement/prospectus as well as other documents
to be filed with the SEC because these documents will contain
important information about Zegna, IIAC and the proposed
transaction. After the registration statement is declared
effective, the definitive proxy statement/prospectus to be included
in the registration statement will be mailed to shareholders of
IIAC as of a record date to be established for voting on the
proposed transaction. Once available, shareholders of IIAC will
also be able to obtain a copy of the F-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Investindustrial
Acquisition Corp., Suite 1, 3rd Floor, 11-12 St James’s Square
London, United Kingdom SW1Y 4LB. The preliminary and definitive
proxy statement/prospectus to be included in the registration
statement, once available, and other documents filed with the SEC
can also be obtained, without charge, at the SEC’s website
(www.sec.gov).
Participants in the Solicitation
Zegna and IIAC and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the transaction described in this
communication under the rules of the SEC. Information about the
directors and executive officers of IIAC and their ownership is set
forth in IIAC’s filings with the SEC, including its Form 10-K for
the year ended December 31, 2020 and subsequent filings on Form
10-Q and Form 4. Additional information regarding the persons who
may, under the rules of the SEC, be deemed participants in the
solicitation of the IIAC shareholders in connection with the
potential transaction will be set forth in the registration
statement containing the preliminary proxy statement/prospectus
when it is filed with the SEC. These documents are or will be
available free of charge at the SEC’s website at www.sec.gov or by
directing a request to: Investindustrial Acquisition Corp., Suite
1, 3rd Floor, 11-12 St James’s Square London, United Kingdom SW1Y
4LB.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of Zegna or IIAC, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Website
Please note that any hyperlink or website mentioned hereto, and
information and links contained therein are not part of this
communication and should not be considered as incorporated by
reference hereto.
Other relevant information
The general partners and investment managers of the
Investindustrial group, as applicable, manage the funds in the
interest of the limited partners and therefore in an autonomous and
independent manner from the other group companies. Investments and
divestments are made (and shares in portfolio companies are held)
by the applicable investment or holding company. Decisions over
investments and divestments, including the exercise of the voting
rights over the shares of the portfolio companies, are made by the
applicable investment or holding company board of directors in an
autonomous and independent manner from the other group companies,
and in adherence with the applicable corporate governance rules and
by-laws. It is the responsibility of the management of each
portfolio company to operate the company on a day-to-day basis.
1 Initial enterprise value, expected market capitalization at
listing and the Zegna family’s stake all incorporate the impact of
the 50% Sponsor promote shares and management grants shares to be
issued at closing of the transaction and assume: a) no redemptions
from current IIAC shareholders; b) a price of $10.00 per share at
closing of the transaction; c) no impact from private and public
warrants outstanding (given they become exercisable at $11.50 per
share). 2 Assuming no redemptions from current IIAC shareholders 3
$225m are an illustrative dollar equivalent, for simplification
purposes, while the actual forward purchase agreement is
denominated in euro 4 At closing of the transaction,
Investindustrial will receive 5.03 million newly issued shares as
part of the Sponsor promote shares agreed to in the Business
Combination Agreement. This amount represents 50% of the total
Sponsor promote shares, the remainder of which will be subject to
vesting conditions detailed in the Business Combination
Agreement.
View source
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Media Ermenegildo Zegna
Group Domenico Galluccio +39 335 5387288
Brunswick Group Brendan Riley / Darren McDermott / Lidia
Fornasiero +1 (917) 755-1454 / +1 (917) 345-3621 / +39 335
6078082
Investindustrial & Investindustrial Acquisition Corp.
Maitland David Sturken / Jonathan Cook +44 (0) 7990 595 913 / +44
(0) 7730 777 865
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