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PROJECT AIMING AT SIMPLIFYING CHRISTIAN DIOR – LVMH GROUP STRUCTURES: REGROUPING THE ENTIRE DIOR BRAND WITHIN LVMH AND OFFER BY THE ARNAULT FAMILY GROUP ON PUBLICLY HELD CHRISTIAN DIOR SHARES April 25 TH , 2017 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA 2 STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY INTEGRATION OF CHRISTIAN DIOR COUTURE SIMPLIFICATION OF STRUCTURES GREATER COMMITMENT OF FAMILY SHAREHOLDER PUBLIC OFFER ON CHRISTIAN DIOR BY ARNAULT FAMILY GROUP¹ *** ACQUISITION OF CHRISTIAN DIOR COUTURE 2 BY LVMH Notes: 1 Via Semyrhamis, a company of the Arnault Family Group 2 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture SUMMARY OF CONTEMPLATED TRANSACTIONS

SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

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Page 1: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

PROJECT AIMING AT

SIMPLIFYING CHRISTIAN DIOR – LVMH GROUP STRUCTURES:

REGROUPING THE ENTIRE DIOR BRAND WITHIN LVMH

AND

OFFER BY THE ARNAULT FAMILY GROUP

ON PUBLICLY HELD CHRISTIAN DIOR SHARES

April 25TH, 2017

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,

IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

2

STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS

DIVISION BY INTEGRATION OF CHRISTIAN DIOR

COUTURE

SIMPLIFICATION OF STRUCTURES

GREATER COMMITMENT OF

FAMILY SHAREHOLDER

PUBLIC OFFER ON CHRISTIAN DIOR BY

ARNAULT FAMILY GROUP¹

***

ACQUISITION OF CHRISTIAN DIOR

COUTURE2 BY LVMH

Notes:1 Via Semyrhamis, a company of the Arnault Family Group2 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture

SUMMARY OF CONTEMPLATED TRANSACTIONS

Page 2: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

Planned acquisition of Christian Dior Couture 3 by LVMH

♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA4

Planned public offer by Arnault Family Group on all Christian Dior shares it does not already own 1

♦ Semyrhamis, a company of Arnault Family Group, intends to file a simplified mixed public offer on Christian Dior shares:

– €172 in cash and 0.192 Hermès International shares for every Christian Dior share. This primary offer is complemented by two secondary offers: cash-only and Hermès International shares-only

– This represents a 14.7% premium over Christian Dior’s last share price, an 18.6% premium over its 1-month average2 and a 25.9% premium over its 3-month average2

3

Notes:1 Amounting to 25.7% of share capital, after taking into account treasury shares2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 20173 Includes Grandville (100%-owned by Christian Dior and its subsidiary, Christian Dior Couture)4 Adjusted EBITDA – last 12 months as of March 31st, 2017, after accounting for Christian Dior’s expenses ascribed to Christian Dior Couture

Unanimous support of Boards of Directors

♦ Christian Dior’s Board of Directors is unanimously favorable to Arnault Family Group’s intent to file an offer

♦ Christian Dior’s and LVMH’s Boards of Directors are unanimously favorable to the planned acquisition of Christian Dior Couture

SUMMARY OF CONTEMPLATED TRANSACTIONS

SIMPLIFIED STRUCTURE FOLLOWING THE CONTEMPLATED TRANSACTIONS

EVOLUTION OF GROUP STRUCTURE

CURRENT SIMPLIFIED GROUP STRUCTURE

Christian Dior Couture Branch 1

5.8% of share

capital

6.3% of voting rights

74.1% of share capital84.9% of voting rights

41.0% of share capital56.8% of voting rights

100%

Christian Dior

LVMH

Christian Dior Couture Branch 1

May reach up to 100% of share capital² from 74.1%, depending on results of offer

100%

41.0% of share capital56.8% of voting rights

4

Arnault Family Group

Christian Dior

LVMH

Arnault Family Group

5.8% of share

capital

6.3% of voting rights

Notes:1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture2 Voting rights may reach up to 100% from 84.9%, depending on results of offer

KKong
Highlight
Page 3: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

KEY HIGHLIGHTS

5

STRENGTHENING OF LVMH’S FASHION AND LEATHER DIVISION THROUGH ACQUISITION OF ONE OF THE MOST ICONIC BRANDS WORLDWIDE �

HIGH GROWTH POTENTIAL FOR CHRISTIAN DIOR COUTURE

EPS-ACCRETIVE TRANSACTION FOR LVMH FROM THE FIRST YEAR

OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS TO SELL THEIR SHARES AT AN 18.6% PREMIUM OVER THE 1-MONTH AVERAGE SHARE PRICE, VALUING THE COMPANY AT ITS NET ASSET VALUE

SIMPLIFICATION OF STRUCTURES

GREATER COMMITMENT OF ARNAULT FAMILY GROUP

REGROUPING OF THE ENTIRE DIOR BRAND WITHIN THE LVMH GROUP

PUBLIC OFFER BY ARNAULT FAMILY GROUP ON CHRISTIAN DIOR SHARES

6

Page 4: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

KEY TERMS OF OFFER

PUBLIC OFFER ON CHRISTIAN DIOR SHARES

♦ Offer initiated by Semyrhamis, a company of Arnault Family Group, targeting 25.7% of share capital

– Primary mixed offer: €172 in cash, and 0.192 Hermès International shares per Christian Dior share

– Secondary offer in cash: €260 in cash per Christian Dior share

– Secondary offer in shares: 0.566 Hermès International shares per Christian Dior share

– 14.7% premium1 over Christian Dior’s last share price, an 18.6% premium over its 1-month average share price2 and a 25.9% premium over its 3-month average share price2

♦ “Mix & match” option, giving shareholders the possibility to opt for either more cash or more Hermès International shares, within overall offer limit of €8.0bn in cash and 8.9 million Hermès International shares

♦ No intention to implement a squeeze-out procedure within 3 months after completion of offer

♦ Intention unanimously well received by Christian Dior’s Board of Directors

♦ Appointment of one independent expert to assess financial terms

CONDITIONS♦ Conclusion of financing under satisfactory terms

♦ Clearance (décision de conformité) by French Financial Markets Authority (AMF)

7

INDICATIVE TIMETABLE

♦ Filing of offer: late May 2017

Notes:1 Based on Hermès International closing share price as of April 24th, 2017 adjusted for planned detachment of balance of 2016 dividend2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017

ESTIMATION OF CHRISTIAN DIOR’S NET ASSET VALUE

8

€42.7bn

€40.4bn

€6.5bn €(1.5)bn €(0.2)bn

€47.5bn

€45.2bn

Based on LVMH’s 1-month average¹ share price

Based on LVMH’s 3-month average¹ share price

€263

€251

++ + =

Value of 41% stake in LVMH

Christian Dior Couture

enterprise value

Net financial debt 2 Others 3 Christian Dior

NAVChristian Dior NAV / share

Notes: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 20172 Net financial debt at Christian Dior level3 Other assets and liabilities at Christian Dior level

Page 5: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

€227 €219€207

€196

Offer Spotshareprice

1-monthavg.

3-monthavg.

6-monthavg.

ChristianDiorNAV

ILLUSTRATION OF OFFER TERMS

9

In € per share

Notes: 1 Based on Hermès International closing share price as of April 24th, 2017, adjusted for planned detachment of balance of 2016 dividend2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 20173 Range according to market value reference used for LVMH (1-month and 3-month average share price)

€2601

+ 14.7%

€251-2633

+ 18.6%+ 25.9%

+ 32.8%

Offer represents premium of:

€172 in cash

0.192 Hermès International

shares

For each Christian Dior share:

and

2 2 2

€172

€881

AN OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS

10

PREMIUM

LIQUIDITY

♦ Offer price represents:

- a 14.7% premium over the April 24th, 2017 closing share price

- an 18.6% premium over the 1-month average share price¹

- a 25.9% premium over the 3-month average share price¹

♦ Value offered in line with net asset value

♦ Christian Dior shares currently trading at all-time-highs

♦ Liquidity opportunity for Christian Dior shareholders

Note: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18th, 2017

Page 6: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY ACQUISITION

OF CHRISTIAN DIOR COUTURE

11

KEY TERMS OF TRANSACTION

ACQUISITION OF CHRISTIAN DIOR COUTURE1

BY LVMH

♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA2

♦ Vendor loan3 granted to LVMH for a maximum of 24 months, allowing timing flexibility for refinancing

♦ Boards of Christian Dior and LVMH unanimously favorable to planned acquisition, based on work of their respective financial advisers

PRIOR STEPS BEFORE TRANSACTION

♦ Information / consultation of Christian Dior employees’ representative bodies

♦ Confirmatory due diligence

♦ Finalization of the legal documentation, to be submitted for approval to the Boards of Christian Dior and LVMH as related-party transaction

♦ Review of key financial terms of the transaction by two independent experts (one appointed for Christian Dior and another appointed for LVMH)

INDICATIVE TIMETABLE

♦ Closing of the transaction expected during 2nd half of 2017, subject to statement of compliance on public offer on Christian Dior shares

12

Notes:1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture2 Adjusted EBITDA – last 12 months as of March 31st, 2017, after accounting for Christian Dior’s expenses ascribable to Christian Dior Couture3 At an interest rate of 1% per year

Page 7: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

CHRISTIAN DIOR COUTURE KEY FIGURES

13

ENTERPRISE VALUE: 15.6x EBITDA 5

Revenue: €2.0bn(Last 12 months at end

March 2017)

EBITDA: €418m 1

(Last 12 months at end March 2017)

COP2: €270m 3

(Last 12 months at end March 2017)

70 years of know-how 198 stores 5,000 employees

93% of revenue from retail

+12% annual revenue growth 4 since 2000

Notes:1 Adjusted EBITDA, after accounting for Christian Dior’s expenses ascribable to Christian Dior Couture2 Current operating profit3 After accounting for Christian Dior’s expenses ascribable to Christian Dior Couture and for net income from associates4 Compounded annual growth rate over the period5 Based on adjusted EBITDA (see note 1) – last 12 month at end March 2017

Present in more than 60 countries

A UNIQUE ASSET

14

AN ICONIC FASHION HOUSE, ONE OF THE MOST PRESTIGIOUS BRANDS WORLDWIDE

AN UNPARALLELED POSITIONING IN LUXURY

GLOBAL NETWORK OF DIRECTLY OPERATED STORES, ENSURING COMPREHENSIVE CONTROL OVER DISTRIBUTION AND BRAND IMAGE

UNIQUE PORTFOLIO OF STRATEGIC REAL ESTATE ASSETS

GENERATED REVENUE OF €2bn, DOUBLED SINCE 2011, WITH HIGH GROWTH PROSPECTS

1

2

3

4

5

Page 8: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

AN ICONIC BRAND

RENOWNED DESIGNERSCHRISTIAN DIOR, THE WORLD’S MOST WELL-KNOWN FRENCH NAME

Yves Saint-Laurent

Marc BohanGianfranco

Ferre

John Galliano Raf SimonsMaria Grazia

Chiuri

Hedi SlimaneVictoire de Castellane

Christian Dior Kris Van Assche

93% OF REVENUE GENERATED IN OWN STORES

GLOBAL NETWORK OF 198 STORES

33 in North America

16 in Japan

20 in China

53 in Asia (excluding Japan and China)

71 in Europe

5 in Latin America

MAIN REAL ESTATE ASSETS

Avenue Montaigne, Paris

New Bond Street, London

Ginza, TokyoOmotesando,

Tokyo

Seoul

16

Page 9: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

A BRAND EXPERIENCING STRONG GROWTH

2011-2016 REVENUE1 (€bn)

2011-2016 COP1,3,4 (€m) 2016 REVENUE BREAKDOWN BY REGION 1

Notes:1 Actual figures as of December 31st

2 Compounded annual growth rate over the period3 Excluding Christian Dior’s expenses ascribable to Christian Dior Couture and including net income from associates4 Current Operating Profit

17

+14% per year²

2016 REVENUE BREAKDOWN BY PRODUCT LINE 1

+24% per year²

85

252

2011 2016

1.0

1.9

2011 2016

Leather46%

Fashion26%

Accessories10%

Shoes9%

Watches & Jewelry

6%

Others3%

Europe & Middle East43%

America12%

Asia45%

A STRATEGIC ACQUISITION FOR LVMH

STRENGTHENING OF BRAND PORTFOLIO

HIGH-GROWTH PLAYER

♦ Integration of one of the most iconic brands worldwide

♦ Regrouping of the entire Dior brand within the LVMH group

♦ Exceptional creative momentum

♦ Numerous investments completed over the last years to accelerate development in America, China and Japan

18

Page 10: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

KEY FINANCIAL IMPACTS FOR LVMH

2016 PRO FORMA EARNINGS PER SHARE 2016 PRO FORMA GEARING¹

(Unaudited)

Note : 1 Net financial debt / equity ratio

(Unaudited)

19

EPS ACCRETION FROM THE FIRST YEARLIMITED IMPACT ON FINANCIAL STRUCTURE:

Gearing of 35% post transaction

+2.7%

12%

35%

Before transaction Pro forma

€7.89

€8.11

Before transaction Pro forma

NEXT STEPS

20

Page 11: SIMPLIFYING CHRISTIAN DIOR –LVMH GROUP ......Planned acquisition of Christian Dior Couture 3 by LVMH Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Planned public offer by Arnault

INDICATIVE PUBLIC OFFER TIMETABLE

FILING OF OFFER ♦ Late May 2017

21

AMF CLEARANCE ( DÉCISION DE CONFORMITÉ) AND LAUNCH OF OFFER ♦ June 2017

OFFER DURATION ♦ 3 weeks