Tiffany & Co. announced that at a special meeting of its stockholders held on February 4, 2020, the Company’s stockholders gave their approval for the proposed merger with leading luxury conglomerate LVMH.
The Agreement and Plan of Merger, dated November 24, 2019 (the Merger Agreement), by and among the Company, LVMH Moët Hennessy-Louis Vuitton SE (LVMH), Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp. (Merger Sub), had been announced earlier.
The Merger Agreement provides for the merger of Merger Sub with and into the Company (the merger), with the Company surviving the merger.
Tiffany said approximately 71.9% of the Company’s shares issued and outstanding as of the close of business on January 2, 2020, the record date for the special meeting, were present in person or by proxy at the meeting. “Holders of approximately 71.3 percent of the Company’s shares issued and outstanding as of the close of business on the record date voted in favor of the proposal to adopt the Merger Agreement, representing approximately 99.3 percent of votes cast (excluding abstentions),” Tiffany reported.
At the special meeting, the Company’s stockholders also approved, by non-binding, advisory vote, “certain compensation arrangements for the Company’s named executive officers in connection with the merger”, Tiffany revealed.
Further, the Company announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) in connection with the merger for U.S. antitrust purposes expired as of February 3, 2020.
“The Merger Agreement approval and expiration of the HSR Act waiting period satisfy certain conditions to the closing of the pending acquisition,” Tiffany said elaborating on the matter. “LVMH is not required to hold a vote of its stockholders to approve the Merger Agreement. The Company anticipates that the merger will be completed in the middle of 2020, subject to the satisfaction or waiver of the remaining customary conditions to closing, including among other things, receipt of other required regulatory approvals.”
LVMH Moët Hennessy Louis Vuitton SE (LVMH), also made an announcement regarding the approval of Tiffany shareholders for the merger
“According to the agreement announced on November 25, 2019, LVMH will acquire Tiffany, the global luxury jeweler, for US$135 per share in cash, in a transaction with an equity value of approximately €14.7 billion or US$16.2 billion,” LVMH reiterated.
Bernard Arnault, Chairman and Chief Executive Officer of LVMH, commented: “This approval is a significant milestone as we move closer to completing our acquisition of Tiffany, an iconic company with a rich heritage and unique positioning in the global luxury jewellery market. A globally recognised symbol of love, Tiffany will be an outstanding addition to our unique portfolio of luxury brands. We look forward to welcoming Tiffany into the LVMH family and helping the brand reach new heights as an LVMH Maison.”
News Source: gjepc