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TIMELINE: Inside the Tiffany & Co. and LVMH merger (Updated)

Updated 11 Sep. '20: When the world’s largest luxury conglomerate, French-owned Moët Hennessy Louis Vuitton SE (LVMH), submitted an unsolicited bid to acquire iconic US jeweller Tiffany & Co. last October, many industry commentators expressed shock – even more so when LVMH’s $US16.2 billion offer was accepted the following month. 

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Tiffany & Co. had remained proudly independent for more than 130 years, with its signature blue boxes and indelible New York identity at the core of its strength as an international brand.

How, some asked, could such a company fall into French hands?

Yet the prospect of joining such illustrious brands as Christian Dior, Givenchy, and Dom Perignon champagne under the LVMH umbrella – sheltered from the fell winds of an unstable global economy – proved irresistible, particularly with former LVMH executives on the Tiffany board and management team.

The deal was particularly sweet for Tiffany’s shareholders; mere rumours of an LVMH acquisition caused its share price to spike 32 per cent.

And for LVMH, the record-breaking deal presented an opportunity to double the revenue of its smallest division – watches and jewellery – with a brand aligned with its values of heritage, tradition, and luxury craftsmanship.

Yet the COVID-19 crisis proved to be a thorn in the side of both companies, and the deal is now in tatters amid claims of financial mismanagement and underhanded tactics. With the two luxury juggernauts headed for the court room, Jeweller explores how the deal unfolded, what went wrong, and when. 

 

TIFFANY & CO and LVMH Merger Timeline

20172 OCT

EXECUTIVE CHANGE
Alessandro Bogliolo appointed CEO of Tiffany & Co.

Italian executive Alessandro Bogliolo is named the new CEO of Tiffany & Co., replacing Michael Kowalski. Bogliolo previously held roles at LVMH-controlled Sephora and Bulgari.

Bogliolo’s appointment comes seven months after former Bulgari CEO Francesco Trapani joined the Tiffany & Co. board. Trapani – a member of the Bulgari family – oversaw the sale of that business to LVMH in March 2011.

201929 JAN 

FINANCIAL RESULTS
LVMH reports €46.8 billion revenue for 2018

In its 2018 Annual Report, LVMH states its 2018 revenue is €46.8 billion, an increase of 10 per cent compared with 2017, while profits have increased 21 per cent.

However, watches and jewellery – comprised of Bulgari, Chaumet, Fred, TAG Heuer, Hublot, Zenith and Dior Montres – remains its smallest division, responsible for 9 per cent of total revenue.

Additionally, less than 10 per cent of watches and jewellery revenue is from the US market, compared with 23 per cent from Europe (excluding France) and 35 per cent from Asia (excluding Japan).

 28 AUG FINANCIAL RESULTS
Tiffany & Co. reports weaker sales for the second quarter

Three weeks after confirming its intention to expand into India, Tiffany & Co. releases its financial results for the first half of 2019. The report indicates that revenue has declined 3 per cent, to $US2.1 billion, while sales have fallen 4 per cent.
 15 OCT 

DEAL NEGOTIATION
LVMH submits $US14.5 billion bid to acquire Tiffany & Co.

Moët Hennessy-Louis Vuitton SE (LVMH) submits an unsolicited takeover offer to the Tiffany & Co. board, valuing the US company at $US120 per share. Tiffany & Co. confirms it has received the offer on 28 October, and its share price jumps 32 per cent.

» LVMH confirms plans to buy Tiffany & Co. Jeweller

 4 NOV
 

OBSTACLE TO ACQUISITION
Tiffany & Co. reportedly rejects the LVMH offer

Media reports, quoting sources close to the negotiation, indicate that the Tiffany & Co. board has rejected the $US14.5 billion offer as too low, yet is ‘receptive’ to a higher bid. Analysts speculate a new offer will value the company at $US130 per share.

» Tiffany & Co. leaves door open to LVMH takeover Jeweller

 

21
NOV

 

DEAL NEGOTIATION
LVMH submits a higher bid: report

US financial publication Bloomberg reports that LVMH has submitted a revised offer of $US15.7 billion, though representatives for LVMH and Tiffany & Co. decline to comment. The Tiffany & Co. share price rises 3.6 per cent.

» Tiffany & Co. likely to approve new $US16 billion LVMH offer Jeweller

 25 NOV

AGREEMENT REACHED
Tiffany & Co. board accepts new takeover bid

The Tiffany & Co. board accepts LVMH’s offer, which values the company at $US135 per share, calling it “an exciting path forward”. The acquisition is valued at $US16.2 billion – the largest in LVMH’s history, eclipsing its $US13.1 billion acquisition of luxury fashion house Christian Dior in 2017.

The acquisition of Tiffany & Co. will more than double LVMH’s revenue in the watches and jewellery category.

» LVMH acquires Tiffany & Co. for $US16.2 billion Jeweller

20204
FEB

 

AGREEMENT REACHED
Tiffany & Co. shareholders approve acquisition

The offer of $US135 per share in cash is accepted by Tiffany & Co. shareholders. Bernard Arnault, CEO LVMH, says, “We look forward to welcoming Tiffany into the LVMH family and helping the brand reach new heights as an LVMH Maison.”

The deal is expected to be completed by July 2020, pending international regulatory approval.

COVID -19
PANDEMIC
SPREADS

17 MAR PANDEMIC IMPACTS
Tiffany & Co. closes US stores

Due to the spread of COVID-19, Tiffany & Co. temporarily shutters all 124 of its US and Canadian stores. The decision represents a significant blow to the company’s revenue for the first quarter of 2020 as the US accounts for approximately 43 per cent of total sales.
 

20
MAR

 

FINANCIAL RESULTS
Full-year financial report released by Tiffany & Co.

Tiffany & Co. reports that its revenue for fiscal 2019 declined 8 per cent, from $US541 million to $US586 million, while sales remained unchanged at $US4.4 billion. However, sales increased 3 per cent in the last three months of the year,

Alessandro Bogliolo, CEO Tiffany & Co., said, “We look back on fiscal 2019 as a year of progress on all of our strategic initiatives. We attribute the acceleration in the fourth quarter across most of our markets to our focus on elevating our sales mix towards higher value items within each jewellery product category, with the largest growth being in our gold and gold-and-diamond offerings.”

 7 APR 
 

OBSTACLE TO ACQUISITION
Australian regulators request extended deadline to approve takeover

In a filing to the US Securities and Exchange Commission (SEC), Tiffany & Co. provided updates on the regulatory approval status of the acquisition in several international markets. An application was submitted to Australia’s Foreign Investment Review Board (FIRB) on 5 March and was initially expected to be approved by 6 April; however, FIRB had extended the original deadline for approval by six months.

The new deadline effectively delayed the estimated completion of the LVMH takeover from July to October 2020.

The SEC filing noted, “As a result of the novel coronavirus (COVID-19) outbreak, the Australian Treasurer has announced that FIRB is experiencing delays in processing transactions and, in keeping with the Australian Government’s publicly announced policy of seeking six-month extensions on business applications, FIRB requested to extend its statutory review deadline of April 8 2020 until October 6 2020, which request LVMH has accepted.

“However, it is possible for the Treasurer or his delegate to approve the transaction in advance of that deadline. The parties are cooperating closely with FIRB with a view to obtaining approval as soon as possible.”

» Australian regulators stall LVMH acquisition of TIffany & Co Jeweller

 30
APR 

 
PANDEMIC IMPACTS
Stores remain closed amid COVID-19 crisis

Of Tiffany & Co.’s 324 international stores, 70 per cent remain closed as at 30 April due to the spread of the coronavirus, including all of its US and Canadian stores, 85 per cent of European stores, and 95 per cent of Japanese stores.
 29
MAY

 

PANDEMIC IMPACTS
Majority of Tiffany & Co. stores reopen

As the COVID-19 pandemic begins to abate, 80 per cent of Tiffany & Co. international stores are fully or partially opened, including 70 per cent of those located in the US and Canada and 65 per cent in Europe; 90 per cent of stores in Japan and the Asia-Pacific region have also reopened.

However, two days later, all US locations are closed due to widespread protests. As at 8 June, just over half of US stores are open or partially open.

 1 JUN

EXECUTIVE MEETING 
Tiffany & Co. holds shareholder meeting; avoids discussion of COVID-19

Tiffany & Co. conducts its annual shareholder meeting digitally. Notably, the impact of COVID-19 and the social unrest in the US are not discussed.

US fashion industry publication Women’s Wear Daily reports, “The luxury jeweller didn’t mention any specific challenges surrounding the coronavirus, the $16.2 billion deal to become part of LVMH Moët Hennessy Louis Vuitton or the clashes filling the streets of America. Instead, the talk was surrounding the 10 board members up for reelection, the company’s choice of accounting firms and executive compensations – all approved.”

» Tiffany Annual Shareholder Meeting Avoids Talk of COVID-19 or Unrest Women’s Wear Daily
 2 JUN
 

EXECUTIVE MEETING
LVMH holds board meeting to discuss Tiffany acquisition strategy

Women’s Wear Daily reports that LVMH board members meet in Paris to discuss the Tiffany takeover and the impact of COVID-19 on the jewellery brand’s sales volumes and ability to satisfy debts.

LVMH later confirms that the meeting did take place, and that the company will not purchase Tiffany & Co. shares on the open market, as some had speculated.

» Press release LVMH

 

3 JUN

 

OBSTACLE TO ACQUISITION?
LVMH CEO mulling renegotiation: report

Following the LVMH executive meeting, media speculation intensifies that LVMH CEO Bernard Arnault may seek to renegotiate the Tiffany & Co. deal.

A report published by Reuters quotes unnamed sources close to the companies as saying, “Arnault has been in talks with his advisers this week to identify ways to pressure Tiffany to lower the agreed price of $135 per share in cash... He is considering whether he can argue that the New York-based company is in breach of its obligations under the merger agreement.”

The report states that while LVMH has not asked Tiffany & Co. to reopen negotiations, “it is not clear whether it will do so”.

The Tiffany & Co. share price falls 9 per cent as a result.

» LVMH refrains from renegotiating Tiffany deal, sources say Reuters

 9 JUN
 

FINANCIAL RESULTS
Tiffany & Co. sales decline 45 per cent

In its quarterly report, Tiffany & Co. management confirms sales have fallen 45 per cent due to the impact of COVID-19, including an 85 per cent fall in Mainland China in February.

In Tiffany & Co.’s largest market – the Americas – sales declined 45 per cent for the quarter.

However, CEO Alessandro Boglioglo remained optimistic: “First, while sales in key markets like the United States and Japan were down significantly during the first quarter, our business performance in mainland China, which was the first market impacted by the virus, is indicative that a robust recovery is underway,” he said, pointing to a promising 30 per cent increase in April sales compared with the same period in 2019.

Bogliolo added, “The character and strength of Tiffany & Co. have been tested many times over the past 183 years and, because of its exceptionally talented and devoted employees, the Company has always been able to persevere and succeed.”
 30 JUN 
 

FINANCIAL RESULTS
LVMH holds annual general meeting; reaffirms takeover intentions

During the LVMH annual general meeting, held at its headquarters in Paris and livecast online, group managing director Antonio Belloni reiterates the company’s commitment to complete the Tiffany & Co. deal.

“We believe that Tiffany is one of the most iconic jewellery brands. As such, it fully has its place in the LVMH portfolio,” he says.

LVMH itself records a 15 per cent decline in sales for the first quarter of 2020. CEO Bernard Arnault reassures investors, saying, “One can only hope for a gradual recovery during the second half of the year, and the signs of recovery in June in a number of our activities are fairly robust.”

» LVMH reiterates commitment to Tiffany & Co. takeover as revenues decline Jeweller

 3
JUL
OBSTACLE OVERCOME
Australian regulators approve takeover

Australia’s Foreign Investment Review Board (FIRB) indicates it has no objection to the merger, three months ahead of its proposed deadline of 6 October; Tiffany & Co. informs the US Securities & Exchange Commission (SEC) of the approval in a filing dated 6 July. However, the company indicates that, "The [acquisition] remains subject to receiving additional regulatory clearances and the satisfaction of other customary closing conditions."
 24 AUG

DEAL DELAYED
Tiffany & Co. exercises option to delay acquisition: report

With some international regulatory approval, including from the European Union, still pending, the scheduled deadline for the completion of the deal – 24 August – is missed.

Quoting an unnamed source close to the negotiation, Reuters reports that Tiffany & Co. has exercised an option to delay the final deadline to 24 November, which is the maximum time permitted under the terms of the deal.

» LVMH and Tiffany push back deal deadline by three months: source  Reuters

 31 AUG

GOVERNMENT INTERVENTION
French Foreign Minister requests LVMH delay deal to 2021

LVMH claims it received a letter from Jean-Yves Le Drian, French European and Foreign Affairs Minister, requesting that it delay the final closing date of the Tiffany deal until after 6 January 2021 in order to “dissuade” US authorities from imposing further import duties on French luxury goods.

LVMH later provides an English translation of the letter to Tiffany & Co., but does not supply a copy of the original. 

 9 SEP

DEAL COLLAPSES
LVMH withdraws from the acquisition

In a press release, LVMH management reveals its Board has met to discuss"a succession of events which undermine the acquisition of Tiffany & Co.", including the Le Drian letter and a previously unreported request by Tiffany & Co. to extend the final deal deadline to 31 December 2020.

"As a result 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 24, 2020 and officially records that, as it stands, the Group LVMH will therefore not be able to complete the acquisition of Tiffany & Co.," the statement concludes.

» Official LVMH Press Release Statement

  

LEGAL PROCEEDINGS
Tiffany & Co. files suit against LVMH for breaching the Merger Agreement

Tiffany & Co. announces it has commenced legal action against LVMH in the Court of Chancery of the State of Delaware, which "seeks, among other things, an order requiring LVMH to abide by its contractual obligation under the Merger Agreement to complete the transaction on the agreed terms".

The company claims LVMH failed to honour its obligations, including filing international regulatory clearances. It also refutes assertions that it has breached the Merger Agreement and that the Le Drian letter is a valid reason for LVMH to withdraw. 

Roger N Farah, chairman Tiffany & Co., says, “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.”

Farah also accuses LVMH of having "unclean hands". 

» Tiffany Files Lawsuit Against LVMH To Enforce Merger Agreement, Official Tiffany & Co. Press Release

» LVMH and Tiffany & Co. deal collapses; court battle looms Jeweller

 10 SEP

LEGAL PROCEEDINGS
LVMH announces intention to mount 'vigorous' legal defence

In a statement released on its website, LVMH management expresses "surprise"  at Tiffany & Co.'s legal filing in the US, calling it "totally unfounded" and "communicated in a misleading way to shareholders and... defamatory".

"The long preparation of this assignment demonstrates the dishonesty of Tiffany in its relations with LVMH. This action is essentially based on the accusation by Tiffany that LVMH failed to take the reasonably necessary steps to obtain the various regulatory authorities’ approvals in a timely way. This accusation has no substance and LVMH will demonstrate this to the Delaware Court," the statement said. 

Addressing Tiffany & Co.'s financial performance, the LVMH statement confirmed that it intends to "challenge the handling of the [COVID-19] crisis by Tiffany's management and its Board of Directors", adding, "The first half results and [Tiffany & Co.'s] perspectives for 2020 are very disappointing, and significantly inferior to those of comparable brands of the LVMH Group during this period."

» Official LVMH Press Statement

 

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ABOUT THE AUTHOR
Arabella Roden • Assistant Editor

Arabella Roden is assistant editor of Jeweller. She has nine years media experience in Australia and the UK as journalist and sub-editor








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