Textiles & Apparel / Garment

2021-07-22

Ermenegildo Zegna Group to become a publicly traded company listed on NYSE

Ermenegildo Zegna Group (“Zegna”, “the Group”, or “the Company”), a world-renowned Italian luxury house, and Investindustrial Acquisition Corp. (“IIAC”), a special purpose acquisition corporation sponsored by investment subsidiaries of Investindustrial VII L.P., announced today a definitive business agreement that is expected to make Zegna a public company listed on the New York Stock Exchange later this year.
  • Zegna Family to Retain Control with a Stake of approx. 62%; Merged Entity will have an Anticipated Initial Enterprise Value of $3.2 Billion
  • Group’s Vertical Integration and Made in Italy Luxury Textile, Clothing and Knitwear Platform Ensures Highest Levels of Excellence while Maintaining Heritage of Sustainability
  • Successful Acquisition of Iconic Thom Browne Brand Demonstrates Strength of Group’s M&A Strategy and Ability to Develop Brands
  • Partnership with Investindustrial to Support Zegna’s Continuing Growth Plans

Zegna Group CEO Ermenegildo “Gildo” Zegna said: “Over 111 years ago, my grandfather and namesake founded Zegna with the belief that caring for both the natural environment and for people was the bedrock for creating the finest textiles and a successful brand. Since then, we have proudly followed in his footsteps to become one of Italy’s true luxury houses. Today’s announcement underscores the success of our strategy of continuously focusing on the Group’s brand equity while also continuing to build upon our heritage, our ethos of sustainability, and the unique craftsmanship that has made our name synonymous with quality and luxury around the world. The Zegna family will remain at the Company’s helm following the transaction’s completion, and we will continue to invest in creativity, innovation, talent, and technology in order to sustain Zegna’s leadership position in the global luxury market.”

Since its founding in 1910 by the Company’s namesake, Ermenegildo Zegna, the Group has evolved from a producer of textiles and menswear into a leading purveyor of luxury goods to clients around the globe. While the Zegna brand remains the Group’s flagship label and an emblem of Italian excellence, in 2018 Zegna acquired the majority stake in American luxury fashion brand Thom Browne. The brand’s growing success under Zegna’s ownership is yet another example of the Group’s ability to grow through acquisitions by creating prospects for integration and efficiency. Zegna’s management has capitalized on the unique strengths of Thom Browne, namely its consistency and name recognition, its younger customer base, its high digital penetration, and its iconic collections, doubling Thom Browne’s revenues since 2018 as a result.

Over the past years, Zegna has strengthened its one-of-a-kind Made in Italy luxury textile laboratory platform through the acquisition of Italian textile manufacturers. The platform is a key competitive advantage alongside the Group’s ready-to-wear and Made-to-Measure offerings. It is the provider of choice for some of the world’s most highly regarded luxury names while also supplying the finest materials to the Group’s own brands.

As of December 31, 2020, the Group has a presence in 80 countries through 296 directly operated stores, and this year, the Group expects annual sales to approach those of 2019. In 1991, Zegna was the first luxury menswear brand to open in China, and Greater China accounted for 35% of the Company’s apparel, accessories and textile revenues in 2019.

Also importantly, Zegna has expanded its leadership in the luxury leisurewear segment, growing this category from 38% of sales in 2016 to over 50% in 2021 YTD, all while maintaining its leadership position in the heritage formalwear segment. The Company has also successfully attracted a new generation of customers through partnerships and collaborations that have further elevated the brand’s name with younger consumers.

Upon closing of the transaction, which is expected to occur in the fourth quarter of this year subject to customary approvals and conditions and to IIAC’s shareholders’ vote, the Zegna family will continue to control the Company with a stake of approximately 62%. Based on the transaction value, the merged entity will have an anticipated initial enterprise value of $3.2 billion with an expected market capitalization of $2.5 billion1.




Andrea C. Bonomi, Founder of Investindustrial and Chairman of the Industrial Advisory Board, said: “For over thirty years, Investindustrial has invested in and supported both growing and leading Italian brands. We believe in the strength of Made in Italy, which has always been recognized worldwide for quality, craftsmanship, and innovation. With Zegna we identified a group that also includes both a strong family heritage and a leading position in sustainability – one of the pillars in Investindustrial’s investment strategy. We are supporting the Zegna Group with a long-term commitment and a significant investment to back the Company’s ongoing expansion and growth, with the goal of spreading Zegna’s unparalleled heritage and luxury craftmanship more broadly to customers around the world.”

Sergio Ermotti, Chairman of Investindustrial Acquisition Corp., said: “Our special purpose acquisition corporation was created for transactions like this one: taking public a well managed company with strong fundamentals and growth potential like Zegna. Our goal now is to support Zegna in this important new chapter of its history while opening the opportunity to the public to invest in one of the last great iconic independent luxury brands.”

On July 18, 2021, IIAC (NYSE: IIAC) entered into a definitive agreement to combine with Zegna with a combination of stock and cash financing. The transaction is expected to deliver approximately $880 million of gross proceeds2, consisting of IIAC’s $403 million cash held in trust, a fully committed $250 million PIPE – which, in light of strong investor demand, was upsized by $50m vs the original target amount – and approximately $225 million3 in a forward purchase agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of Investindustrial VII L.P. (“SSH”). Under the forward purchase agreement, SSH will invest approximately $225 million3 which, together with relevant Sponsor promote shares4, will provide them with circa 11% of the Company. SSH’s investment will be subject to a lock-up of up to 3 years, demonstrating their strong commitment to the Company and alignment with the Zegna family.

The PIPE has attracted strong interest from a diverse group of high profile institutional investors, including a large commitment by a leading US-based global asset manager. The PIPE saw the participation of several of the most prominent names in the luxury industry, alongside the support of members of Zegna’s Board of Directors and the Group’s Executives. The combination of the investors participating in the PIPE and IIAC shareholder register provides a well diversified and high profile investor base which will help consolidate Zegna’s success in the public equity markets.

The Boards of Directors of both IIAC and Zegna have each unanimously approved the proposed transaction, which is expected to close by the fourth quarter of 2021, subject to customary approvals and conditions and to IIAC’s shareholders’ vote.

Advisors

UBS Investment Bank is acting as exclusive financial advisor to Ermenegildo Zegna Group with a team led by UBS Italy Country Head Riccardo Mulone, and as co-lead placement agent on the PIPE.

Sullivan & Cromwell is acting as legal advisor to Ermenegildo Zegna Group. Deutsche Bank, Goldman Sachs Bank Europe, SE - Succursale Italiana, JP Morgan Securities Plc and Mediobanca are acting as financial advisors to Investindustrial Acquisition Corp. Deutsche Bank, Goldman Sachs & Co.LLC and JP Morgan Securities Plc are acting as co-lead placement agents on the PIPE. Mediobanca is providing a fairness opinion to Investindustrial Acquisition Corp.’s Board of Directors. Chiomenti and Kirkland & Ellis are acting as legal advisor to Investindustrial Acquisition Corp. Shearman & Sterling is acting as legal advisor to the placement agents.


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