Hugo Boss AG shares’ acquisition
The Board of Directors of Valentino Fashion Group S.p.A., held today in Milan, has resolved to acquire from Red & Black ordinary shares, or 4.72% of the share capital and 9.26% of the voting rights. These shares correspond to the entire amount tendered in the voluntary takeover Offer promoted by Red & Black Lux S.à r.l. on Hugo Boss AG shares.
The consideration of the transaction was determined after the examination of the Internal Audit and Corporate Governance Committee and taking into account the fairness opinion expressed by the financial Advisor “Rothschild S.p.A.”, in €48.33 for each ordinary share and €43.45 for each preference share, for a total amount equal to €659.4 million.
The amounts correspond to those paid by Red & Black Lux S.àr.l. for the tender Offer launched on Hugo Boss AG. Valentino Fashion Group S.p.A. will finance the acquisition by means of credit lines granted by the banks financing the whole operation.
In order to simplify the Corporate chart and gather in one company all the shares held in the German company, the shares to be acquired will be successively contributed by Valentino Fashion Group S.p.A. to the subsidiary V.F.G. International N.V., with a rational increase of €659.4 million of the share premium reserve of the contributing company. At the closing of the operation, V.F.G. International N.V. will globally hold no. 31,563,471 ordinary shares, equal to 44.83% of the share capital and 88.02% of the voting rights, and no. 19,092,841 preference shares, equal to 27.12% of the share capital.
The impact of the transaction on the Group consolidated financial statements will result in an increase of the net financial debt by €659.4 million and a decrease of the minority interest net equity, determined with reference to the Hugo Boss net equity as at 30 September 2007, and in an excess cost which will be allocated at the end of the current fiscal year.
