From the creation of various companies to manage the individual Tod’s brands up to the 420 million euro loan – granted by Bnl, Credit Agricole and Deutsche Bank – to finance the Della Valle family and complete the delisting of the group. Several details emerge in the document offering the totalitarian takeover bid that the founder’s holding company will launch on Tod’s to take it out of Piazza Affari. Offer that will start on September 26 as Consob has just received the OK to the relative document. The takeover bid is technically promoted by DeVa Finance Srl, in turn held by Di.Vi. and indirectly controlled by Diego Della Valle: it will take place at 40 euros per share, for a maximum consideration of approximately 338 million.
The “corporateization” of brands
Among the objectives of the operation is that of enhancing the individual brands of the Tod’s group (such as Tod’s, Roger Vivier, Hogan and Fay), “giving them strong individual visibility and great operational autonomy”. A strategy that could be pursued “also through the creation of several ad hoc companies, in each of which to concentrate the activities of the individual brands”, while knowing that “this type of intervention can be reflected in the accounts, in the short term” (another element brought to support the reasons for the delisting).
Ferragni absent from the board of directors on the operation
To cover the financial needs deriving from the payment obligations associated with the takeover bid, the Della Valle holding then signed a medium-term loan with the lending banks – Bnl Bnp Paribas, Credit Agricole Corporate & Investment Bank and Deutsche Bank – for a total of 420 million. As a guarantee, Di.Vi pledged 49% of the fashion group to the pool of institutes. Furthermore, if the bid does not reach 90% of Tod’s capital, it is still stated, the objective is in any case to “achieve the delisting through the merger”. Among the curiosities, also the absence of Chiara Ferragni at the board meeting which yesterday approved the offer document.
The possible repayment of the debt
As regards the future repayment of the maxi-loan, among the hypotheses there is also that of using the proceeds deriving from any «operations to enhance the brands of the Tod’s group, where market conditions allow for an adequate enhancement of the aforementioned assets». These valuations, it is explained in detail, may consist of “extraordinary transactions involving one or more of the companies (existing or newly established) appointed to manage the individual brands of the Tod’s group”. But here it is the same company to specify immediately after that, to date, “no decisions have been taken on operations” of this type and that at present the shareholders “have not developed any specific project or action plan in this regard” .
The industrial ratio
The delisting operation is also explained in detail in its industrial fundamentals: with the creation of several ad hoc companies, in each of which to concentrate the activity of the individual brands, Della Valle “intends to strengthen the positioning of the aforementioned brands in the upper part of the quality and luxury market “, expanding the range and placing” great attention “which” will also be placed in the optimization of the worldwide distribution network “. All this, it is repeated several times, can be “pursued more effectively by an unlisted company with a limited shareholder base and, as such, without the limitations deriving from the need to obtain results in any case subject to short-term checks and from the regulations applicable to companies listed “. And, although redesigning the structure and organization of the brands “can bring great advantages and opportunities to be seized in the medium-long term”, it is possible that this type of intervention, as already mentioned, “may affect the accounts in the short term” . Furthermore, as a company no longer listed, Tod’s could carry out the “corporateization operations of the brands with greater operational and organizational flexibility and, therefore, more promptly and efficiently”. For all these reasons, the Della Valle holding company is convinced to promote the takeover bid “while aware of the challenges that await” Tod’s, given that “the less favorable competitive conditions must in fact be considered, both from the point of view of distribution and communication, and as regards the organization of production”.