お知らせ • Nov 14
Tapestry, Inc. (NYSE:TPR) cancelled the acquisition of Capri Holdings Limited (NYSE:CPRI).
Tapestry, Inc. (NYSE:TPR) entered into a definitive agreement to acquire Capri Holdings Limited (NYSE:CPRI) for $6.9 billion on August 10, 2023. Under the terms of the Merger Agreement, Tapestry has agreed to acquire any and all of Capri’s ordinary shares (other than (a) Capri’s ordinary Shares that are issued and outstanding immediately prior to the consummation of the acquisition that are owned or held in treasury by the Company or by Capri or any of its direct or indirect subsidiaries and (b) Capri’s ordinary shares that are issued and outstanding immediately prior to the consummation of the acquisition that are held by holders who have properly exercised dissenters’ rights in accordance with, and who have complied with, Section 179 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands) in cash at a purchase price of $57.00 per share, without interest, subject to any required tax withholding as provided in the Merger Agreement. The all-cash consideration for Capri Holdings is $57.00 per share. Each Capri RSU that is held by a non-employee director of the Company will vest as of the effective time with the holder becoming entitled to receive the consideration of $57 million. Under the terms of agreement, by and among the Company, Tapestry, Inc., a Maryland corporation (“Tapestry”), and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a wholly owned subsidiary of Tapestry, pursuant to which, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger and continuing as a wholly owned subsidiary of Tapestry. Tapestry has secured $8 billion in fully committed bridge financing from Bank of America N.A. and Morgan Stanley Senior Funding, Inc. The Company intends to finance the Capri Acquisition, inclusive of related fees and expenses, with the net proceeds of new senior unsecured notes, new term loans, cash on hand, cash on hand at Capri and anticipated future cash flow i.e., the purchase price of approximately $8.5 billion is expected to be funded by a combination of senior notes, term loans, and excess Tapestry cash, a portion of which will be used to pay certain of Capri’s existing outstanding debt. Upon entering into the Capri Acquisition Term Loan Agreement (as defined below) and, as a result of the commitments thereunder with respect to the Capri Acquisition Term Loan Facilities (as defined below), the Bridge Facility commitments were reduced to $6.6 billion. In November 2023, the Bridge Facility was terminated upon the issuance of approximately $6.1 billion of the Capri Acquisition Senior Notes by the Company. Each Capri RSU (other than the ones held by non-employee director) shall be converted into a RSU of Tapestry. Capri will become a wholly owned subsidiary of Tapestry. Capri will pay to Tapestry a termination fee of $240 million in cash.
The transaction is not subject to a financing condition. The transaction is subject to approval by the Capri Holdings shareholders, as well as the receipt of required regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The Boards of Directors of each of Tapestry, Inc. and Capri Holdings Limited have unanimously approved the transaction. The completion of the Transaction is also conditioned, among other things, upon receipt of regulatory clearance from: (1) the European Commission (the “EC”) under the EU Merger Regulation (the “EUMR”), and (2) the Fair Trade Commission of Japan (“JFTC”) under the Antimonopoly Act. The transaction is anticipated to close in calendar year 2024. The transaction includes more than $200 million in expected run-rate cost synergies within three years of deal closing. Tapestry will suspend its share repurchase activity to prioritize de-leveraging via debt reduction and anticipates reaching a leverage ratio of below 2.5x Debt/EBITDA within 24 months post-close. Furthermore, Tapestry is instituting a long-term leverage target of under 2.5x Debt/EBITDA. The acquisition is expected to be immediately accretive to Tapestry’s EPS on an adjusted basis. As on October 25, 2023, at a special meeting of Capri's shareholders, Capri's shareholders approved the Merger Agreement and the transactions contemplated thereby. As on November 3, 2023, Tapestry and Capri Holdings received a request (second request) from the Federal Trade Commission for additional information and documentary materials in connection with FTC's review of the transaction. The effect of the Second Request is to extend the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act as amended until 30 days after the Company and Capri have substantially complied with the Second Request. The JFTC approved the Transaction unconditionally on April 10, 2024 and the EC approved the Transaction unconditionally on April 15, 2024. At this time, the only outstanding antitrust regulatory approval or clearance for the Transaction is in the United States. The parties have obtained antitrust regulatory approval or clearance for the Transaction in all other jurisdictions for which regulatory approval or clearance is a closing condition. As of April 15, 2024, the completion of the Transaction remains subject to the satisfaction or waiver of the other closing conditions specified in the Merger Agreement. As of April 22, 2024, Tapestry issued the statement in response to the Federal Trade Commission’s (FTC) attempt to block its proposed acquisition of Capri Holdings Limited. Tapestry stated There is no question that this is a pro-competitive, pro-consumer deal and that the FTC fundamentally misunderstands both the marketplace and the way in which consumers shop. Tapestry and Capri operate in an intensely competitive and highly fragmented industry alongside hundreds of rival brands, including both established players and new entrants. The FTC is the last regulator yet to approve the transaction. As of April 23, 2024, the US Federal Trade Commission (FTC) has filed a lawsuit to block Coach owner Tapestry's blockbuster fashion takeover of Michael Kors owner Capri. This transaction will bring significant benefits to the combined Company’s customers, employees, partners, and shareholders around the world and No revenue or earnings contribution or deal-related costs related to the proposed acquisition of Capri Holdings Limited. As on September 17, 2024, Capri Holdings acquisition by Tapestry is on hold following an ongoing Federal Trade Commission lawsuit. As of October 24, 2024, Capri Holdings intends to jointly file with Tapestry, Inc. a notice of appeal to the U.S. Court of Appeals for the Second Circuit regarding the U.S. District Court for the Southern District of New York as the U.S. Federal Trade Commission has blocked the Tapestry, Inc.’s pending acquisition of the Company.
Charles Ruck, Josh Dubofsky and Leah Sauter of Morgan Stanley & Co LLC is serving as Tapestry, Inc.’s exclusive financial advisor. Joshua R. Cammaker and Mark A. Stagliano of Wachtell, Lipton, Rosen & Katz acted as legal advisor and Barclays acted as financial advisor of Capri Holdings. Barclays Capital Inc. also provided fairness opinion to Capri’s board. Charles Ruck, Leah Sauter, Joshua Dubofsky, Amanda Reeves, Lindsey Champlin, Héctor Armengod, Stephanie Teicher, Christopher Bezeg, Jason Licht, Jack Anderson, Eric Kamerman, Sean Finn, Bradd Williamson, Kendall Burnett, Matthias Rubner, Nineveh Alkhas, Morgan Brubaker, Robert Blamires, Betty Huber, Joshua Marnitz, James Mann, Les Carnegie, Andrew Galdes, Joseph Bargnesi, Stefano Sciolla, Giovanni Spedicato and Cesare Milani of Latham & Watkins LLP acted as legal advisor to Tapestry. James Wilson and Jonathan Martin of Baker & McKenzie LLP acted as a legal advisor to Tapestry, Inc. (NYSE:TPR). Stephen M. Kotran and Lee C. Parnes of Sulliva
Tapestry, Inc. (NYSE:TPR) cancelled the acquisition of Capri Holdings Limited (NYSE:CPRI) on November 14, 2024. Capri and Tapestry mutually agreed that terminating the merger agreement was in the best interests of both companies as the required closing condition of receiving necessary U.S. regulatory approvals was unlikely to be met by the merger agreement’s outside date of February 10, 2025.