Richemont to sell YNAP to Mytheresa

Mytheresa and Richemont announced that they have entered into binding agreements for the acquisition of 100% of the share capital of YNAP by Mytheresa. The transaction aims to create a group offering an edit of the most prestigious luxury brands and products to luxury enthusiasts worldwide. The transaction entails the separation of the off-price division from the Luxury division and the discontinuation of YNAP’s white label division, once the Richemont Maisons’ online stores powered by YNAP migrate to their own chosen platforms. At transaction closing, Richemont will sell YNAP to Mytheresa with a cash position of EUR 555M and no financial debt, subject to customary closing adjustments, in exchange for shares to be issued by Mytheresa representing 33% of Mytheresa’s fully diluted share capital at closing following issuance of the consideration shares. Richemont will make available a six-year revolving credit facility of EUR 100M to finance YNAP’s general corporate needs, including working capital. Richemont will have the right to nominate a member and an observer to the Supervisory Board of Mytheresa following closing. Closing of the transaction, which is expected to occur in the first half of calendar year 2025, is subject to customary conditions, including the receipt of antitrust approvals. The transaction is not subject to or conditional on approval by either Richemont or Mytheresa shareholders. Richemont’s shareholding in Mytheresa will be subject to a one-year lock-up period following transaction closing, followed by a further one-year period in which only certain limited sale transactions may take place. As a result of this transaction, Richemont currently expects the write-down of YNAP net assets to amount to approximately EUR 1.3B, which also accounts for the cash to be left in YNAP upon completion. This value is subject to change until completion date as it depends on several variables, namely Mytheresa’s share price, the USD/EUR foreign exchange rate, the value of net assets and debt-like items of YNAP at completion date.