LONDON — Compagnie Financiere Richemont said it plans to merge its fashion e-commerce business Net-a-Porter Group with Yoox Group, confirming widespread market speculation.
Richemont said in a statement it has entered into a binding, conditional agreement for an all-share transaction that will create a global fashion e-commerce giant. Financial terms were not disclosed.
Natalie Massenet, founder and executive chairman of Net-a-Porter, will serve as executive chairman of the new entity while Federico Marchetti, founder of Yoox, will be chief executive officer of the combined entity, to be known as Yoox Net-a-Porter Group. It will be incorporated in Italy and quoted on the Italian stock exchange.
The agreement is conditional upon the approval of Yoox shareholders at a meeting to be held in June.
Richemont will hold 50 percent of the share capital of the new entity’s listed parent company, although its voting rights will be limited to 25 percent. Richemont said it has committed to a lock-up period of three years in respect of shares equivalent to 25 percent of the total share capital of the combined entity.
Following completion, the new group is expected to launch a capital increase of up to 200 million euros, or $217 million at current exchange, to fund future growth and allow for the entry of “strategic investors,” Richemont said.
Johann Rupert, chairman of Richemont said his luxury goods group “has been a pioneer in luxury e-commerce, first as a minority shareholder of Net-a-Porter in its infancy and then as a controlling shareholder since 2010. We are proud of Net-a-Porter’s achievements under the leadership of Natalie Massenet, ably assisted by a wonderful team of professionals.
“Established business models are being increasingly disrupted by the technological giants. It is with this in mind that we believe it is important to increase leadership and size to protect the uniqueness of the luxury industry. The merger of the two leaders will further enhance an independent, neutral platform for a sophisticated clientele looking for luxury brands,” he added.
The transaction should be completed in September after shareholder and regulatory approval. Richemont said the transaction would generate a one-off, non-cash, accounting gain in its financial statements for the year ending March 31, 2016, of approximately 317 million euros, or $344 million, at both the pre- and post- tax levels.
Excluding the one-off, non-cash accounting gain, the transaction is otherwise expected to be broadly earnings neutral in terms of Richemont’s net income for the financial year ending March 31, 2016, based on currently available information.