As part of this transaction, Zegna Group
will acquire operations of the TOM FORD fashion business necessary
to perform its obligations as licensee
Ermenegildo Zegna N.V. (NYSE: ZGN) (“Zegna”, or “Zegna Group”)
announced today that it has signed an agreement to enter a
long-term license for TOM FORD fashion with The Estée Lauder
Companies (“ELC”). This license is contingent upon the closing of
the acquisition of TOM FORD by ELC, which is expected to occur
during the first half of calendar 2023. ELC will be the sole owner
of the TOM FORD brand and all its intellectual property.
Zegna Group, the owner of the Zegna and Thom Browne brands, will
become a long-term licensee of ELC for all TOM FORD men’s and
women’s fashion as well as accessories and underwear, fine jewelry,
childrenswear, textile and home design products. The Estée Lauder
Companies and Zegna Group will align closely on the creative
direction to continue building on the luxury positioning of the TOM
FORD brand.
Zegna Group’s ambition is to position TOM FORD among the most
respected and successful luxury fashion brands, leveraging the
Zegna Group’s platform and capitalizing on the uniqueness of the
TOM FORD brand.
Tom Ford, Founder and CEO of Tom Ford International, will
continue to serve as the brand’s creative visionary after closing
and through the end of calendar 2023.
“TOM FORD is one of the most iconic and distinctive ultra-luxury
brands in the world and this next step together perfectly aligns
with our strategy. We have been partners and shareholders of the
TOM FORD fashion business since its inception and I have worked
with Tom for many years and consider him an esteemed friend,” said
Ermenegildo “Gildo” Zegna, CEO of Ermenegildo Zegna Group. “This
transaction is our first since our listing on the New York Stock
Exchange in December 2021, and confirms our commitment to leverage
our platform to create value for all of our stakeholders.”
Transaction Details
- Zegna’s 20-year licensing agreement with The Estée Lauder
Companies allows for an automatic renewal for further 10 years
subject to certain minimum performance conditions
- As part of this transaction, Zegna will acquire operations of
the TOM FORD fashion business necessary to perform its obligations
as licensee
- The transaction, which Zegna will finance with cash on hand, is
expected to be EPS accretive for Zegna shareholders within the
first full year post-closing (pre-synergies and related
implementation costs)
- The transaction, which has been unanimously approved by Zegna’s
Board of Directors, is expected to close by the second quarter of
2023, subject to regulatory approvals and other customary
conditions
In this transaction, Zegna received financial advice from UBS
with a team led by Riccardo Mulone.
***
About Ermenegildo Zegna Group
Founded in 1910 in Trivero, Italy by Ermenegildo Zegna, the
Zegna Group designs, creates, and distributes luxury menswear and
accessories under the Zegna brand, as well as womenswear, menswear
and accessories under the Thom Browne brand. Through its Luxury
Textile Laboratory Platform – which works to preserve artisanal
mills producing the finest Italian fabrics – the Zegna Group
manufactures and distributes the highest quality fabrics and
textiles. Group products are sold through over 500 stores in 80
countries around the world, of which 299 are directly operated by
the Group as of September 30, 2022 (242 Zegna stores and 57 Thom
Browne stores). Over the decades, Zegna Group has charted Our Road:
a unique path that winds itself through era-defining milestones
that have seen the Group grow from a producer of superior wool
fabric to a global luxury group. Our Road has led us to New York,
where the Group has been listed on the New York Stock Exchange
since December 20, 2021. And while we continue to progress on Our
Road to tomorrow, we remain committed to upholding our founder’s
legacy – one that is based upon the principle that a business’s
activities should help the environment. Today, the Zegna Group is
creating a lifestyle that marches to the rhythm of modern times
while continuing to nurture bonds with the natural world and with
our communities that create a better present and future.
***
About The Estée Lauder Companies Inc.
The Estée Lauder Companies Inc. is one of the world’s leading
manufacturers, marketers, and sellers of quality skin care, makeup,
fragrance, and hair care products. The company’s products are sold
in approximately 150 countries and territories under brand names
including: Estée Lauder, Aramis, Clinique, Lab Series, Origins,
M·A·C, La Mer, Bobbi Brown, Aveda, Jo Malone London, Bumble and
bumble, Darphin Paris, TOM FORD BEAUTY, Smashbox, AERIN Beauty, Le
Labo, Editions de Parfums Frédéric Malle, GLAMGLOW, KILIAN PARIS,
Too Faced, Dr.Jart+, and the DECIEM family of brands, including The
Ordinary and NIOD.
***
Forward Looking Statements
This communication contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available to the Company. 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 related to the transaction described herein,
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 the Company believes
that it has a reasonable basis for each forward-looking statement
contained in this communication, the Company cautions 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, risks and uncertainties are described in
the Company’s filings 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 the Company’s control and are difficult to predict.
Forward-looking statements in this communication include, but are
not limited to, statements regarding the transaction described
herein, including the timing and structure of the transaction and
the benefits of the transaction. The Company cannot 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, and other risks and uncertainties, including those
described in the Company’s 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 the Company and its directors, officers or employees or any
other person that the Company will achieve its objectives and plans
in any specified time frame, or at all. The forward-looking
statements in this communication represent the views of Zegna as of
the date of this communication. Subsequent events and developments
may cause that view to change. However, while Zegna may elect to
update these forward-looking statements at some point in the
future, the Company disclaims any obligation to update or revise
publicly forward-looking statements. You should, therefore, not
rely on these forward-looking statements as representing the views
of the Company as of any date subsequent to the date of this
communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20221115006446/en/
Investor Relations/Group Communications Francesca Di
Pasquantonio francesca.dipasquantonio@zegna.com +39 335 5837669
Media Marco Rubino Community +39 335 6509552
Brunswick Group Brendan Riley / Daria Danelli / Marie Jensen
briley@brunswickgroup.com / ddanelli@brunswickgroup.com /
mjensen@brunswickgroup.com +1 (917) 755-1454 / +39 348 635 1149 /
+33 (0) 6 49 09 39 54
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