Tod’s S.p.A. and Gousson Consultadoria e Marketing S.r.l., a company incorporated under Italian law and indirectly controlled by Diego and Andrea Della Valle, have entered into an agreement for the purchase by Tod’s of the Roger Vivier trademark, currently licensed to Tod’s by Gousson.

The purchase price agreed by the parties for the trademark is 415 million euros, plus VAT. Gousson undertook to reinvest 207.5 million euros by subscribing a reserved capital increase of Tod’s.
As part of the transaction, Tod’s subsidiary Roger Vivier France Sas secured the possibility of simultaneously purchase Roger Vivier Paris Sas, the company managing the flagship store in Paris for 20 million euros, which includes a Net Financial Position of at least 2.5 million euros.

The transaction has been approved with the unanimous favourable opinion of the Independent Directors Committee. The Board of Directors decided to submit the transaction to a voluntary white-wash procedure. The Board therefore resolved that, regardless of the controlling shareholder’s vote, the transaction cannot be executed if the majority of the non-related shareholders attending the meeting votes against the capital increase reserved to Gousson. Such limitation will apply only if the non-related shareholders attending the meeting represent at least 10% of the share capital.

By carrying out the transaction, Tod’s intends to definitively ensure the group fully owns the trademark, thus removing the uncertainties connected to any licence agreement. From a financial point of view, the capital increase is aimed to reduce the effects of the purchase on the group’s financial position.

Tod’s maintains that the purchase of the trademark should be of great strategic value to the Group. Indeed, the Roger Vivier trademark is positioned at the top end of the luxury pyramid and, consequently, perfectly complements the group’s other trademarks, offering products (footwear, leather goods and accessories) targeted at highly sophisticated clients. At the same time, the transaction will allow Tod’s to have full control over the long-term planning of strategies and activities concerning the trademark, with the aim to improve the expected results and capitalize on its growth potential and increase in value. Therefore, the transaction represents an important opportunity for growth and development of the group’s business.