Courtesy of Bulgari

Paris, France - March 7, 2011

The Bulgari Family, majority shareholder of the renowned Italian House established in 1884 by Sotirio Bulgari, has decided to join forces with the LVMH Group in order to reinforce, in accordance with its history, values, craftsmanship and identity, the long term development of the Bulgari Group.

Courtesy of Bulgari

A synonym of creativity and excellence the world over, Bulgari is renowned as one of the major players in its sector and occupies a strong leadership position in the jewelry and watch segment, while playing an important role in the fragrance, cosmetic and accessories segments as well.

Courtesy of Bulgari

The agreement was concluded this weekend and was approved unanimously by the LVMH Board of Directors Sunday evening.

Courtesy of Bulgari

The Board of Directors of Bulgari S.p.A. has also unanimously approved the project of contributing to LVMH the Family’s majority shareholding in Bulgari S.p.A.

Courtesy of Bulgari

Upon completion of the share transfer process, LVMH will issue 16.5 million shares in exchange for the 152.5 million Bulgari shares currently held by the Bulgari Family, who will thus become the second largest family shareholder of the LVMH Group.

Courtesy of Bulgari

In compliance with the Italian Stock Exchange regulations, LVMH will submit a Public Purchase Offer at the price of €12.25 per share on the shares held by minority stockholders, further details of which are described in the press releases issued today.

Courtesy of Bulgari

Paolo and Nicola Bulgari will remain Chairman and Vice Chairman of the Bulgari S.p.A. Board of Directors, respectively.

The Bulgari Family will furthermore be entitled to appoint two representatives to the LVMH Board of Directors and Francesco Trapani, CEO of Bulgari S.p.A., will join the Executive Committee of LVMH and will assume in the second half of 2011 the management of the LVMH enlarged Watches and Jewelry activities.

Courtesy of LVMH

Philippe Pascal, the current Head of these activities, will remain on the LVMH Executive Committee and will be given new responsibilities within the Group.

Courtesy of LVMH

Mr. Paolo Bulgari, Chairman of Bulgari S.p.A. and Mr. Nicola Bulgari, Vice Chairman of Bulgari S.p.A., declared:
“We found in Bernard Arnault and the Group he has built all the elements that are required to guarantee the long term future of Bulgari : the ability to gather into one powerful organisation different brands that can grow and develop while preserving both their identity and originality; a culture completely identical to ours, which is characterized by an unceasing quest for quality and excellence; a perfect harmony between family control of the capital, thereby ensuring a long term strategic vision, and an opening towards the stock market which is a stimulus for management while at the same time providing liquidity for the family shareholders."

Courtesy of LVMH

Francesco Trapani, Chief Executive Officer of Bulgari S.p.A., said:
“This is a significant step for our family as well as for Bulgari, occurring at a time of strong revenue growth. Our entrance into LVMH will allow Bulgari to reinforce its worldwide growth and to realise noteworthy synergies, in particular in the areas of purchasing and distribution. I would like to add that I am greatly honoured that the management of LVMH's Watches and Jewelry activities, which include prestigious brands such as TAG Heuer, Chaumet, Zenith, Hublot, Fred and De Beers, has been entrusted to me. Bulgari and these brands will be able to invest and innovate even further to become the world leader in the high end segment.”

Courtesy of LVMH

Bernard Arnault said:
“The alliance between my Group and the Bulgari Family is a perfect combination from all points of view as we share the same culture in terms of respect for identity and roots of the brands, quest for excellence, creativity and innovation. As is the case with LVMH, the Bulgari Family shareholders are directly involved in managing the company, they are entrepreneurs that know and excel in all aspects of the business, from the creation of the product to after sales service. It is for these reasons that we immediately understood each other and agreed on the way we would work together. I am certain that our partnership will be greatly beneficial to Bulgari as well as to the LVMH Group.
I welcome Francesco Trapani, the driving force behind Bulgari’s development over the last twenty years, to LVMH’s Executive Committee and take this opportunity to thank Philippe Pascal for his decisive contribution to the growth of our Watches and Jewelry operations.”


Source: LVMH

http://www.lvmh.com/comfi/pg_communique.asp?rub=11&srub=0  


About LVMH Group

A world leader in luxury, LVMH Moët Hennessy - Louis Vuitton possesses a unique portfolio of over 60 prestigious brands.

The Group is active in five different sectors:

• Wines & Spirits

• Fashion & Leather Goods

• Perfumes & Cosmetics

• Watches & Jewelry

• Selective retailing

Thanks to its brand development strategy, and the expansion of its international retail network (more than 2,500 stores worldwide), LVMH has had a strong growth dynamic since its creation in 1987.

Today, more than 80,000 employees, 77% of whom are based outside France, share the Group's values.
Besides its community action for human development - for example LVMH House and the LVMH-ESSEC Chair - LVMH carries out a number of initiatives through its commitment to protecting the environment.
Faithful to its vocation as a patron, the Group is also involved in culture and heritage, humanitarian action, education and supporting young artists and designers.

HOLDING

LVMH Moët Hennessy Louis Vuitton
22, avenue Montaigne
75008 PARIS
FRANCE
Tel: 33 (0)1 44 13 22 22
Fax: 33 (0) 1 44 13 22 23


Source: LVMH

http://www.lvmh.com/  

Agreement between the Bulgari Family and LVMH

07 Mar 2011

Agreement Among Paolo Bulgari, Nicola Bulgari, Francesco Trapani, Members of the Shareholders Agreement for the Control of Bulgari S.p.A. and LVMH Moet Hennessy Louis Vuitton.

Mr. Paolo Bulgari, Mr. Nicola Bulgari and Mr. Francesco Trapani, controlling shareholders of Bulgari S.p.A. (the “Bulgari – Trapani Shareholders”) as members of the shareholders agreement relating to the shares of Bulgari S.p.A. (the “Shareholding Syndicate”) inform that on March 5th 2011 have executed a contract for the contribution of their total shareholding in Bulgari S.p.A. in LVMH MOET HENNESSY LOUIS VUITTON, (“LVMH”).

In consideration of the contribution, LVMH shall issue in favour of the Bulgari – Trapani Shareholders new ordinary shares having the same rights as those already in circulation as of the date of the issue, in favour of the Bulgari Trapani Shareholders.

The share exchange ratio has been determined in 0,108407 new shares of LVMH for each Bulgari ordinary share contributed.
For the purpose of determining the share exchange ratio the parties have contractually valued the Bulgari share at Euro 12,25 and the LVMH share at Euro 113 (the price of the latter has been contractually valued on the basis of the price of the LVMH share registered at the contracting day of March 3rd 2011, equal to Euro 112,95).

The shares of both companies shall be exchanged after payment of the dividends relating to the year 2010.

As a result of the exchange of the total shareholding syndicated pursuant to the Shareholding Syndicate (N. 152,486,348 equal to approximately 50,43% of the share capital) the Bulgari – Trapani Shareholders will become the second largest “actionaire familial” of the LVMH Group (after the Arnault Group).

The Bulgari – Trapani Shareholders shall also have the right to designate two directors in the board of directors of LVMH, of which one shall initially be without voting rights.

The Bulgari – Trapani Shareholders have decided to designate Mr. Francesco Trapani as the candidate for the position of director of the board of LVMH with voting rights.
Mr. Francesco Trapani shall also become one of the members of the Comité Exécutif of LVMH and chief of the division watches and jewellery of the LVMH Group.

Mr. Paolo Bulgari and Nicola Bulgari will remain President and Vice President, respectively, of Bulgari S.p.A. for a period of six years.

All the shares of LVMH delivered to the Bulgari – Trapani Shareholders in exchange for the contribution shall be subject to a “Lock Up” agreement (which shall be progressively reduced in their number following the lapse of time) and shall not be sold until the expiration of an eighteen-month period from the date of the contribution (“Closing”).

The transaction as described above is a “Change of Control” pursuant to the terms and conditions of the bonds issued by Bulgari S.p.A. denominated “Euro 150,000,000 5.375% Equity Linked Bonds due 2014” and grants to all bondholders, after the Closing, rights of conversion in Bulgari ordinary shares and redemption at the terms provided for therein.

In this regard, the Bulgari – Trapani Shareholders, for the purpose of avoiding dilution of the shareholding to be contributed, in case of issue of additional shares upon any potential redemption and conversion of the bonds, have entered with Credit Suisse A.G. in an agreement pursuant to which Credit Suisse shall purchase up to a maximum of 14,500,000 ordinary shares at a maximum price of Euro 12,25 per share, inclusive of costs incurred for the purchase.

Also these shares that will be purchased by the Bulgari – Trapani Shareholders as a result of the foregoing agreement shall be contributed by the Bulgari – Trapani Shareholders in LVMH at the terms specified above.

As a result of the transaction LVMH shall become the controlling shareholder of Bulgari S.p.A. and shall launch a public offering on the total shareholding of Bulgari S.p.A. at a price per share of Euro 12,25.
LVMH shall carry out the required procedures and communications and purchase the Bulgari shares in cash.

The Closing shall occur as soon as the procedures required by antitrust laws shall have been completed and it is expected that it may occur between the end of the month of May 2011 and the end of the month of June 2011.
The Bulgari – Trapani Shareholders shall promptly inform the market of any update as to the date of the Closing.

* * *

Crédit Agricole Corporate Investment Bank and Crédit Suisse, respectively, assisted LVMH and the Bulgari – Trapani Shareholders as financial advisors.

Law firms Bonelli Erede Pappalardo and Chiomenti and Mr. Luca Benigni of the Benigni firm acted as consultants of LVMH and the Bulgari – Trapani Shareholders respectively.


Source: Bulgari

http://ir.bulgari.com/pressreleases/press-releases-2011/2011-03-07  



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