Yesterday, after months of speculation, LVMH has called off its planned mega-merger with the American jeweler. The result? Tiffany sinks 11% and is now suing the French luxury conglomerate to keep the acquisition on track. The jewelry giant alleged LVMH sought to leverage US social justice protests and the coronavirus pandemic to «avoid paying the agreed price for Tiffany shares.»
LVMH explained that the deal’s contract set a November 24 deadline, and that requests from Tiffany and the French government to delay the deal led to its pulling out. In return, Tiffany accused LVMH of not doing its part to win approval of the deal from antitrust authorities.
Tiffany’s famous 5th Avenue store in New York City
More details can be found in LVMH’s press release from yesterday: «After a succession of events which undermine the acquisition of Tiffany & Co, the Board of LVMH met to review the situation relating to the contemplated investment in light of these recent developments.
The Board learned of a letter from the French European and Foreign Affairs Minister which, in reaction to the threat of taxes on French products by the US, directed the Group to defer the acquisition of Tiffany until after January 6th, 2021. Furthermore, the Board noted Tiffany & Co.’s requested to extend the «Outside Date» in the Merger Agreement from November 24th to December 31st, 2020.
As a results of these elements, and knowledge of the first legal analysis led by the advisors and the LVMH teams, the Board decided to comply with the Merger Agreement signed in November 2019 which provides, in any event for a closing deadline no later than November 24th, 2020 and officially records that, as it stands, the Group LVMH will therefore not be able to complete the acquisition of Tiffany & Co.»
Key figure: Roger N. Farah, Chairman of the Board Tiffany & Co.
In course of Tiffany & Co.’s lawsuit in the Court of Chancery of the State of Delaware against LVMH Moët Hennessy-Louis Vuitton SE and related entities («LVMH»), Roger N. Farah, Chairman of the Board, said, «We regret having to take this action but LVMH has left us no choice but to commence litigation to protect our company and our shareholders. Tiffany is confident it has complied with all of its obligations under the Merger Agreement and is committed to completing the transaction on the terms agreed to last year. Tiffany expects the same of LVMH.»
He stated further, «We believe that LVMH will seek to use any available means in an attempt to avoid closing the transaction on the agreed terms. But the simple facts are that there is no basis under French law for the Foreign Affairs Minister to order a company to breach a valid and binding agreement, and LVMH’s unilateral discussions with the French government without notifying or consulting with Tiffany and its counsel were a further breach of LVMH’s obligations under the Merger Agreement. Moreover, this supposed official French effort to retaliate against the U.S. for proposed new tariffs has never been announced or discussed publicly; how could it possibly then be an effort to pressure the U.S. into revoking the tariffs? Furthermore, as we are not aware of any other French company receiving such a request, it is all the more clear that LVMH has unclean hands.»
Tiffany CEO Alessandra Bogliolo in 2018
Tiffany emphasized that its business remained strong, with sales in the last three months of 2020 expected to exceed the same period last year and that the COVID-19 pandemic has not prevented other parties from making antitrust filings on a timely schedule.
Chief Executive Officer Alessandro Bogliolo underlined, »The fundamental strength of Tiffany’s business is clear. The company has already returned to profitability after just one quarter of losses, and we expect our earnings in the fourth quarter of 2020 will actually exceed the same period in 2019.»
The famous movie scene: Audrey Hepburn in «Breakfast at Tiffany’s».
Tiffany is seeking to expedite the Delaware proceedings to obtain a ruling prior to November 24, 2020 ordering LVMH to comply with its obligations and complete the transaction on the agreed terms.
An unpleasant turnaround of what we thought would become a love story of the luxury industry. I am very curious to see the outcome. I mean if LVMH walks away completely, Kering or Richmond might jump on the deal and acquire Tiffany. Stay tuned!
Funny composite from the NY Post
Photos: Tiffany & Co., LVMH, Getty