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LVMH abandons $16 billion Tiffany takeover, battle lines drawn

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Reuters
Published
Sep 9, 2020
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French luxury goods giant LVMH abandoned its $16 billion takeover of Tiffany, a deal that has lost its gloss in the wake of the COVID-19 pandemic, setting the stage for a bitter battle as the U.S. jeweler sued to force it through.


Tiffany


The French group, led by billionaire Bernard Arnault, said its board had received a letter from the French foreign ministry asking it to delay the acquisition until Jan. 6, 2021, given the threat of additional U.S. tariffs against French products.

LVMH finance chief Jean Jacques Guiony said the letter was unsolicited and came as a total surprise, angrily rejecting suggestions that his company was using it as a pretext to pull out of the deal to buy Tiffany, which had been due to be completed by Nov. 24 this year.

“The deal cannot happen. We are prohibited from closing the deal,” Guiony told reporters on a conference call.

In a filing to the U.S. Securities and Exchange Commission, Tiffany published the English translation of the Aug. 31 letter, which it said LVMH had provided. “I am sure that you will understand the need to take part in our country’s efforts to defend its national interests,” the French foreign minister told Arnault.

Nonetheless the terms of the deal, which would have been the biggest-ever in the luxury industry and was agreed before the pandemic, have also become less commercially attractive because of the health emergency.

The spread of COVID-19 has hammered sales in the sector hard and raised questions about whether Louis Vuitton owner LVMH was overpaying.

Guiony also said LVMH was not happy with the way Tiffany had been managed in recent months, calling its performance “lackluster.”

French Foreign Minister Jean-Yves Le Drian will address in detail the issue of the planned takeover, a government spokesman said on Wednesday after a cabinet meeting.

The French government could be neither “passive” nor “naive” in the context of international negotiations with its partners, spokesman Gabriel Attal told reporters.
LVMH said that Tiffany had also asked it to postpone the closing of the deal, to Dec. 31 of this year from Nov. 24 – an already extended deadline. It said its board had decided to stick to the terms of the original merger agreement and reject another extension. It added that, as things stood, it could not complete the acquisition by the Nov. 24 deadline.

Tiffany files lawsuit



Tiffany filed a lawsuit against LVMH in Delaware – the American state where the U.S. jeweler is registered – to force the French company to complete the deal as agreed last year, accusing it of deliberately stalling completion of the takeover.

It said in its lawsuit LVMH had made clear that its real goal was “to attempt to renegotiate the merger price to which the parties agreed last November and, barring renegotiation, run out the clock.”

It also refuted LVMH’s suggestion that it can pull out of the deal “by claiming Tiffany has undergone a material adverse effect or breached its obligations under the Merger Agreement, or that the transaction is in some way inconsistent with its patriotic duties as a French corporation.”

Tiffany shares were down about 8.5% in New York to $111.45, well below the $135 per share offered by LVMH under the takeover deal. LVMH shares in Paris were flat.

Luca Solca, luxury goods analyst at Bernstein, was puzzled by the account of Paris standing in the way of LVMH’s takeover.

“The French government is certainly very active in defending the French national interest. But this has meant in most cases preventing acquisition of French companies,” he said in a note.

Jewelry loses shine



The luxury industry is facing an unprecedented sales slump as a result of the pandemic, after a decade of stellar growth, with revenues expected to fall by as much as 35% this year. It will take until 2022-23 for revenues to return to 2019 levels, according to consultancy Bain.

The Tiffany deal had looked in doubt since it emerged in June that LVMH boss Arnault, France’s richest person and a shrewd deal maker, was exploring ways to reopen price negotiations with the jeweler because of the pandemic, according to sources with knowledge of the matter.

Those sources said later that the group had decided against renegotiating the terms of the takeover, and LVMH has repeatedly said it was committed to the deal. Guiony said on Wednesday it had never sought to obtain a better price.

But an initial Aug. 24 deadline was pushed back as the deal had not been cleared by the EU Commission and other antitrust authorities.

When it struck the deal, LVMH was betting it could restore the luster of Tiffany by investing in spruced-up stores and new collections.

But the U.S. jeweler’s worldwide sales fell 29% to $747.1 million in the three months to end July, missing expectations of $772 million. LVMH’s own watches and jewelry division was the worst-performing in the first half of the year.

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