Yoox, global Internet retail partner for major fashion brands, has signed an agreement with Richemont (Compagnie Financière Richemont SA), major shareholder of The Net-A-Porter Group, to finalize a merge of the two companies through a swap of Yoox shares.
The operation will give life to the “Yoox Net-A-Porter Group”, global independent leader in luxury fashion e-commerce, with aggregate net revenues of about €1.3 billion and an adjusted aggregate EBITDA of about €108 million in 2014.
The merging will combine two highly complementary businesses covering all key geographic luxury markets and customer segments. Aim of the new expanded platform is to build stronger partnership with brands. It will recall more than two million high-spending customers and over 24 million monthly unique visitors worldwide and will bring together a more diversified business portfolio and balanced mix across territories.
All-share merger of Yoox and Net-A-Porter will form the Yoox Net-A-Porter Group, through the absorption into Yoox Spa of an Italian holding company owning the newco The Net-A-Porter Group Limited. Richemont, as sole shareholder of Newco, will receive 50% of the Combined Group’s share capital. In order to preserve the independence of the Combined Group: Richemont’s voting rights will be limited to 25% and its board representation will be limited to two directors out of a minimum of 12. The Board of Directors of the Combined Group will be composed of at least half of independent directors.
Yoox will remain listed upon the Milan stock exchange and incorporated in Italy, and, at the completion of the merger, will be renamed Yoox Net-A-Porter Group. Federico Marchetti, Founder and CEO of Yoox, will be the CEO of Yoox Net-A-Porter Group. Natalie Massenet, Founder and Executive Chairman of Net-A-Porter, will serve as Executive Chairman of Yoox Net-A-Porter Group with defined responsibilities.
Merger conditional on regulatory consents and shareholder approvals, closing are expected in September 2015.
Federico Marchetti, Founder of Yoox Group and CEO of Yoox Net-A-Porter Group, said: "This is a game-changing merger between two pioneering companies that have already radically transformed the marketplace since 2000 and will now shift the industry paradigm once again. Together, we plan to expand on our many combined successes and industry breadth to strengthen partnerships with the world's leading luxury brands and harness a significant untapped growth potential.”
Natalie Massenet, Founder and Executive Chairman of YOOX Net-A-Porter Group, said: “Today, we open the doors to the world’s biggest luxury fashion store. It is a store that never closes, a store without geographical borders, a store that connects with, inspires, serves and offers millions of style-conscious global consumers access to the finest designer labels in fashion.”
The newborn combined group will cover over 180 countries worldwide made up of 28% of combined net revenues from North America, the Group’s no. one country, 15% from the UK, 7% from Italy, 30% from Rest of Europe, 15% from Asia Pacific and 5% from the Rest of the World.
In terms of logistics they guarantee a strengthened customer proximity and local business capabilities including ten local offices, three automated distribution centers, five logistics hubs and 11 customer care centers covering all time zones. The new combined group will serve the 5.8 million combined annual orders registered in 2014 by the two partners.
The operation will give life to the “Yoox Net-A-Porter Group”, global independent leader in luxury fashion e-commerce, with aggregate net revenues of about €1.3 billion and an adjusted aggregate EBITDA of about €108 million in 2014.
The merging will combine two highly complementary businesses covering all key geographic luxury markets and customer segments. Aim of the new expanded platform is to build stronger partnership with brands. It will recall more than two million high-spending customers and over 24 million monthly unique visitors worldwide and will bring together a more diversified business portfolio and balanced mix across territories.
All-share merger of Yoox and Net-A-Porter will form the Yoox Net-A-Porter Group, through the absorption into Yoox Spa of an Italian holding company owning the newco The Net-A-Porter Group Limited. Richemont, as sole shareholder of Newco, will receive 50% of the Combined Group’s share capital. In order to preserve the independence of the Combined Group: Richemont’s voting rights will be limited to 25% and its board representation will be limited to two directors out of a minimum of 12. The Board of Directors of the Combined Group will be composed of at least half of independent directors.
Yoox will remain listed upon the Milan stock exchange and incorporated in Italy, and, at the completion of the merger, will be renamed Yoox Net-A-Porter Group. Federico Marchetti, Founder and CEO of Yoox, will be the CEO of Yoox Net-A-Porter Group. Natalie Massenet, Founder and Executive Chairman of Net-A-Porter, will serve as Executive Chairman of Yoox Net-A-Porter Group with defined responsibilities.
Merger conditional on regulatory consents and shareholder approvals, closing are expected in September 2015.
Federico Marchetti, Founder of Yoox Group and CEO of Yoox Net-A-Porter Group, said: "This is a game-changing merger between two pioneering companies that have already radically transformed the marketplace since 2000 and will now shift the industry paradigm once again. Together, we plan to expand on our many combined successes and industry breadth to strengthen partnerships with the world's leading luxury brands and harness a significant untapped growth potential.”
Natalie Massenet, Founder and Executive Chairman of YOOX Net-A-Porter Group, said: “Today, we open the doors to the world’s biggest luxury fashion store. It is a store that never closes, a store without geographical borders, a store that connects with, inspires, serves and offers millions of style-conscious global consumers access to the finest designer labels in fashion.”
The newborn combined group will cover over 180 countries worldwide made up of 28% of combined net revenues from North America, the Group’s no. one country, 15% from the UK, 7% from Italy, 30% from Rest of Europe, 15% from Asia Pacific and 5% from the Rest of the World.
In terms of logistics they guarantee a strengthened customer proximity and local business capabilities including ten local offices, three automated distribution centers, five logistics hubs and 11 customer care centers covering all time zones. The new combined group will serve the 5.8 million combined annual orders registered in 2014 by the two partners.
