Corrects Inaccurate Statements By LVMH
Regarding Merger Agreement
Tiffany & Co. (NYSE: TIF) today responded
to the opposition filed today by LVMH Moët Hennessy-Louis Vuitton
SE (“LVMH”) to Tiffany’s motion to expedite its lawsuit in Delaware
Chancery Court. LVMH asked the Court to hold the trial in six or
seven months. Tiffany also corrected multiple inaccurate statements
by LVMH regarding the Merger Agreement between the parties.
Chairman of the Board Roger Farah said, “LVMH’s opposition to
our motion to expedite is the latest attempt to run out the clock
to avoid fulfilling its obligations under the Merger Agreement. If
LVMH were confident in its legal position, it would have no reason
to oppose an expedited trial schedule. We urge the Court to hold
the trial on a timetable that will enable a decision before the
November 24 termination date in the Merger Agreement.”
LVMH is continuing its blatant ongoing
efforts to avoid paying the agreed-upon price for
Tiffany
Mr. Farah said, “Tiffany was not for sale, and agreed to be
acquired only after LVMH increased its unsolicited bid five times
to the ultimate $135 per share and agreed to an ironclad contract.
For many months, LVMH has been grasping at any opportunity to delay
and avoid its obligations. This includes excuses for failing to
make standard antitrust filings, complaints about the pandemic, and
protests that LVMH previously agreed could not be considered as a
valid reason to question the transaction. Then, LVMH produced a
non-binding advisory letter from a French government official that
requests further delay in closing. However, this letter does not
change LVMH’s obligations to close immediately upon receipt of the
required regulatory approvals. LVMH’s shifting explanations
indicate bad faith in its dealings with Tiffany and are nothing
more than distractions meant to hide its efforts to run out the
clock and avoid fulfilling its obligations under the Merger
Agreement.”
The terms of the agreement between
Tiffany and LVMH are clear and were heavily
negotiated
Mr. Farah continued, “The terms of the Merger Agreement are
crystal clear. LVMH simply does not have the unilateral right to
walk away from the transaction or to reduce its price just because
it is now suffering from a case of buyer’s remorse. Tiffany has
fulfilled all of its obligations and commitments under the Merger
Agreement and expects LVMH to do the same. Tiffany’s Board is
unanimous in taking our duty to shareholders extremely seriously,
and we will litigate this matter in the Delaware courts if LVMH
refuses to fulfill its legal obligations.”
Tiffany’s team has managed the business
well during the pandemic
The Tiffany leadership team has been a responsible steward of
Tiffany’s business throughout the pandemic, taking great care to
protect and build the brand while safeguarding the health and
well-being of customers and employees. Tiffany has managed the
business in a commercially reasonable way and in accordance with
all requirements under the Merger Agreement. The Merger Agreement
expressly permits Tiffany to continue to operate independently of
LVMH and does not permit LVMH to dictate Tiffany’s operations
between signing and closing. As LVMH is very aware, to have done
otherwise would have been a “gun jumping” violation of applicable
competition laws. However, Tiffany has provided regular updates to
LVMH which will have the right to manage Tiffany following closing
of the transaction.
Chief Executive Officer Alessandro Bogliolo said, “LVMH’s
allegations regarding mismanagement are both untrue and legally
irrelevant. We have already returned to profitability and expect to
remain profitable for the balance of the year, with fourth quarter
profits actually exceeding those of the fourth quarter of 2019.
Tiffany’s brand, style, sophistication, unparalleled design and
unique heritage have inspired customers since 1837 and will
continue to do so long after this pandemic is over. The only
standard under the Merger Agreement is whether Tiffany has breached
its covenants -- and we have not.”
LVMH’s claim of “material adverse
effect” is baseless
The term Material Adverse Effect (“MAE”) is very clearly defined
in the Merger Agreement, so it is equally clear that no MAE has
occurred. Any impact from the COVID-19 pandemic and U.S. social
justice protests cannot even be considered in determining whether
an MAE has occurred. LVMH’s MAE claim is entirely without merit and
without support in the text of the Merger Agreement or under
Delaware law.
Tiffany dividend payments are required
by the Merger Agreement
The payment of quarterly dividends is required by the Merger
Agreement that was agreed by LVMH and approved by Tiffany’s
shareholders. Tiffany has paid a quarterly dividend for 131
consecutive quarters since shortly after its IPO and has never
missed or reduced a dividend payment – even during economic
downturns. Tiffany is in a strong liquidity position with cash
reserves of approximately $1.1 billion and net debt of less than
$350 million, both as of August 31, 2020.
LVMH’s behavior forced Tiffany to file
its complaint
Tiffany was forced to turn to legal action by a counterparty
seeking to renege on its commitments to Tiffany shareholders, but
Tiffany remains committed to completing the transaction on the
agreed terms and timing. Tiffany began to prepare for litigation
once it became abundantly clear that LVMH was trying to run out the
clock to avoid meeting its obligations under the Merger Agreement.
Tiffany filed its lawsuit in Delaware only after LMVH put out a
press release announcing it would not close due to a letter it said
it had received from the French government. LVMH has still not
provided a copy of the original letter to Tiffany and did not even
inform Tiffany of the letter or share a purported translation of
the letter for over a week after receiving it and did not consult
with Tiffany about how to respond to the letter. Most importantly,
the letter does not provide a basis for LVMH to refuse to close the
transaction.
Mr. Farah concluded, “If LVMH had any contractual basis
supporting its position not to close, it would not need to hide
behind an unenforceable advisory letter from a French government
official that is legally irrelevant to the transaction and
inconsistent with EU law. Our Board and management hoped not to
have to file the complaint, but preparation was prudent given the
obvious delaying tactics LVMH has been employing for months.”
About Tiffany & Co.
In 1837, Charles Lewis Tiffany founded his company in New York
City where his store was soon acclaimed as the palace of jewels for
its exceptional gemstones. Since then, TIFFANY & CO. has become
synonymous with elegance, innovative design, fine craftsmanship and
creative excellence. During the 20th century, its fame thrived
worldwide with store network expansion and continuous cultural
relevance, as exemplified by Truman Capote’s Breakfast at Tiffany’s
and the film starring Audrey Hepburn.
Today, with more than 14,000 employees, TIFFANY & CO. and
its subsidiaries design, manufacture and market jewelry, watches
and luxury accessories - including nearly 5,000 skilled artisans
who cut diamonds and craft jewelry in the Company’s workshops,
realizing its commitment to superlative quality. TIFFANY & CO.
has a long-standing commitment to conducting its business
responsibly, sustaining the natural environment, prioritizing
diversity and inclusion, and positively impacting the communities
in which we operate.
The Company operates more than 300 TIFFANY & CO. retail
stores worldwide as part of its omni-channel approach. To learn
more about TIFFANY & CO., as well as its commitment to
sustainability, please visit www.tiffany.com.
Forward-Looking Statements:
Certain statements in this release including, without
limitation, statements relating to the merger and conditions to
closing of the merger, may constitute “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933,
Section 21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995, each as amended.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the merger and the anticipated benefits thereof.
Forward-looking statements provide current expectations of future
events and include any statement that does not directly relate to
any historical or current fact. Words such as “anticipates,”
“believes,” “expects,” “intends,” “plans,” “projects,” “may,”
“will,” or other similar expressions may identify such
forward-looking statements.
These and other forward-looking statements are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those discussed in forward-looking statements, including, as a
result of factors, risks and uncertainties over which we have no
control. The inclusion of such statements should not be regarded as
a representation that any plans, estimates or expectations will be
achieved. You should not place undue reliance on such statements.
Important factors, risks and uncertainties that could cause actual
results to differ materially from such plans, estimates or
expectations include, but are not limited to, the following: (i)
conditions to the completion of the merger may not be satisfied or
the regulatory approvals required for the merger may not be
obtained, in each case, on the terms expected or on the anticipated
schedule; (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger
Agreement or affect the ability of the parties to recognize the
benefits of the merger; (iii) the effect of the announcement or
pendency of the merger on Tiffany’s business relationships,
operating results, and business generally; (iv) risks that the
merger disrupts Tiffany’s current plans and operations and
potential difficulties in Tiffany’s employee retention; (v) risks
that the merger may divert management’s attention from Tiffany’s
ongoing business operations; (vi) potential litigation that may be
instituted against Tiffany or its directors or officers related to
the merger or the Merger Agreement and any adverse outcome of any
such potential litigation; (vii) the amount of the costs, fees,
expenses and other charges related to the merger, including in the
event of any unexpected delays; (viii) other risks to consummation
of the merger, including the risk that the merger will not be
consummated within the expected time period, or at all, which may
affect Tiffany’s business and the price of the common stock of
Tiffany; (ix) any adverse effects on Tiffany by other general
industry, economic, business and/or competitive factors; (x) the
outbreak and geographic spread of the novel coronavirus (COVID-19)
and changes in financial, business, travel and tourism, political,
public health and other conditions, circumstances, requirements and
practices resulting therefrom; (xi) the protest activity in the
U.S.; and (xii) such other factors as are set forth in Tiffany’s
periodic public filings with the SEC, including but not limited to
those described under the headings “Risk Factors” and “Forward
Looking Statements” in its most recently filed Form 10-Q for the
quarter ended July 31, 2020, its Form 10-K for the fiscal year
ended January 31, 2020, the definitive proxy statement on Schedule
14A, filed with the SEC on January 6, 2020, and in its other
filings made with the SEC from time to time, which are available
via the SEC’s website at www.sec.gov. Consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on Tiffany’s financial condition,
results of operations, credit rating, liquidity or stock price. In
addition, there can be no assurance that the merger will be
completed, or if it is completed, that it will close in the
timeframe previously anticipated, or that the expected benefits of
the merger will be realized.
Forward-looking statements reflect the views and assumptions of
management as of the date of this release with respect to future
events. Tiffany does not undertake, and hereby disclaims, any
obligation, unless required to do so by applicable securities laws,
to update any forward-looking statements as a result of new
information, future events or other factors. The inclusion of any
statement in this release does not constitute an admission by
Tiffany or any other person that the events or circumstances
described in such statement are material.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200916005967/en/
Jason Wong (973) 254-7612 jason.wong@tiffany.com
Tiffany (NYSE:TIF)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Tiffany (NYSE:TIF)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
