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Tabor, the hedge fund that owns 1.1% of Tod’s ordinary shares, puts the public tender offer in default, criticizing the correctness of the terms and the offer price of 43 euros for all outstanding shares of Tod’s. The offering was launched on 22 March 2024 by Crown BidCo Srl.
As in the case of the failure of the 2022 takeover bid by DeVa Finance Srl (on that occasion, Tabor himself had opposed asking for a price increase in that case too), the hedge fund reports that «an insider group of owners of majority, which includes CEO and Chairman Diego Della Valle, is working with LVMH and its allies, acting indirectly through Crown BidCo, to take advantage of the current macroeconomic environment that is putting pressure on the share prices of companies across the luxury sector, offering minority shareholders little choice but to participate in an inadequately priced transaction.”
Tabor therefore asks «the Tod’s Board of Directors to protect minority investors and Crown BidCo to improve the terms of the Offer, including by increasing the price, and invites shareholders to reconsider the possibility of adhering to the Offer at the current price, which according to Tabor it underestimates Tod’s and the individual brands of the Group (i.e. Tod’s, Roger Vivier, Hogan and Fay)». Tabor therefore invites «each interested party to decide independently whether the Board of Directors has done enough to protect the interests of the average shareholder, given the great influence that the majority group has through Della Valle’s insider role and the enormous position owned by the Della Valle family.”
Through a summary analysis of the Group’s individual brands – Tod’s, Roger Vivier, Hogan and Fay – the comparable transaction multiples for global M&A in the luxury fashion sector over the last 12 years and the trading multiples of comparable luxury goods companies , Tabor came to the conclusion that the value per share should be 82-102 euros per share, at least 2x the offer price of 43 euros.
Last March 22, Consob gave the green light to the offer document for the takeover bid promoted by Crown Bidco, the investment vehicle headed by L-Catterton. The voluntary takeover bid concerns 9,255,498 Tod’s ordinary shares, representing 27.968% of the issuer’s share capital. The offer document has been published and made available to the public for consultation. The membership period will end, unless extended, at 5.30pm on 8 May,