Net-A-Porter to merge with Yoox

Richemont Group announces that it has entered into a binding, conditional agreement to merge the operations of its subsidiary, The Net-A-Porter Group, with YOOX S.p.A. in an all-share transaction. YOOX Group is the global Internet retailing partner for leading fashion brands, which has established itself amongst the market leaders with the multi-brand online stores, and, as well as with numerous mono-brand online stores. YOOX S.p.A. is incorporated in Italy and is listed on Borsa Italiana.

The agreement is conditional upon the approval of YOOX shareholders at a meeting which it is expected to be held in June 2015. Upon completion of the transaction, the combined entity will be renamed ‘YOOX Net-A-Porter Group’, will continue to be incorporated in Italy and listed on Borsa Italiana. Ms Natalie Massenet, Founder and Executive Chairman of The Net-A-Porter Group, will serve as Executive Chairman and Mr Federico Marchetti, Founder and CEO of YOOX Group, will be CEO of the combined entity. Richemont will receive, in aggregate, on a fully diluted basis 50 % of the share capital of the combined entity’s listed parent company. In order to preserve the independence of YOOX Net-A-Porter Group, Richemont’s voting rights will be limited to 25%. Richemont has committed to a lock-up period of three years in respect of shares equivalent to 25% of the total share capital of the combined entity.