LVMH&GUCCI恶意收购案例分析课件.ppt

1、GucciGucci & & LVMHLVMHA Hostile Takeover BattleGucci Gucci & & LVMHLVMHA Hostile Takeover BattleIntroduction of GucciPART 01Introduction of LVMH Reasons of acquisitionfor LVMH LVMHGUCCIIntroduction of LVMH “”Louis Vuitton founded in France in 1854.The merger between Mot Hennessy and Louis Vuitton p

2、roduces LVMH, the world leader in luxury products. The business of LVMH is divide into five areas: wines &spirits; fashion& leather; watch& jewelry; perfumes &cosmetics; selective retailing.Timeline of LVMHs acquisitionsIntroduction of LVMH 1988: Givenchy Founded in 1952, Givenchy, a couture and rea

3、dy-to-wear brand, has been part of the LVMH Group since 1988.1993:Berluti Founded in 1895 by Italian Alessandro Berluti, the mens shoes, leather goods, and mens ready-to-wear brand was acquired by LVMH in 1993.1996: Cline was integrated into the LVMH Group for 2.7 billion French francs ($540 million

4、).1997: Marc Jacobs LVMH has held a majority stake in the New York-based brand, which was founded in 1984, since 1997. 1997: Sephora was founded in 1969, was brought under the LVMH umbrella in July 1997, and has since been expanded globally.1996: Loewe The Spanish company created in 1846 was acquire

5、d by LVMH in 1996. LVMH is parent to brand ranging from Louis Vuitton, of course, and Christian Dior to Loewe, Givenchy, and Celine.Gucci is an Italian luxury brand of fashion and leather goods, which was founded by Guccio Gucci in Florence in 1921.In the Forbes Worlds Most Valuable Brands list, Guc

6、ci is ranked the 38th most valuable brand, with a brand value of $12.4 billion as of May 2015.Introduction of GucciDevelopment of Gucci before 1999:Maurizio Gucci took over the company in 1983. A Bahrain-based companyInvestcorp purchased half of Gucci in 1988. In 1992，the company experienced heavy l

7、osses and teetered on the edge of bankruptcy. Maurizio was forced to sell all his remaining shares in the company to Investcorp in August 1993. In October 1995, Gucci went public and had its first initial public offering on the AMEX and NYSE for $22 per share.Reasons of acquisition for LVMH The LVMH

8、 Group had grown up to be a conglomerate by acquiring other companies.Gucci is one of LVMHs competitors in luxury fashion industry. LVMH wanted to defeat his competitor through acquisition.The management believed that acquiring Gucci could make LVMH stronger and gain considerable profits.PART 02 Poi

9、son Pill Defense Tactic Poison Pill Mechanism Set By Investcorp BankGame ProcessStock Price MovementConclusionGame Process1999.1.6Gucci was publicly emerged that LVMH had acquired a 5% stock in it.1999.1.13LVMH took action in open market again and raise its shareholding to 9.6%. Before 1.22Gucci was

10、 stunned again as LVMH gobbled Pradas shares in Gucci and put itself at almost 15% ownership.1999.1.22The first negotiation meeting was arranged by Morgan Stanley and there was no agreement achieved.1999.1.26Arnault increased LVMHs stake to 34.4%.Game Process1999.2.8Arnault rejected the proposal off

11、ered by Gucci.1999.2.17Gucci team made their final offer and still got refused by Arnault.1999.2.18ESOP was triggered. The Trust suddenly owned 25.6% of the company, and LVMH was diluted to 26%.Before MarchLVMH filed a lawsuit. The Dutch court decided to freeze the ESOP, but it also froze LVMHs voti

12、ng rights.Stock Price Movement“ ESOP ”After Investcorp Bank taking Gucci go public. It arranged a general meeting for stockholder before it sells all its shares. At this very last meeting, it helped the management team set up a poison pill mechanism by passing Employee Stock Ownership Plan (ESOP) to

13、 cope with hostile takeover. This move represents their professional level as an investment fund and its responsibility as the former owner.The ESOP would cost Gucci no money or effort, as it is a Trust set up for company employees. Under it, employees would receive a zero interest loan from the com

14、pany to buy newly issued shares. This kind of share has its own value and voting right but no dividend. Thus, this plan doesnt damage the economic benefit of original shareholders.SmartInvestcorpBankStock Price MovementWith a floating profit in Guccis share but 1.4 billions investment didnt achieved

15、 its takeover plan.It granted Gucci invaluable time for seeking White Knight and a marginal moral victory.Conlusion1 1Anti hostile takeover mechanism has to be implemented into articles of incorporation2 2Poison pill needs the support of employees4 4The law of the stock exchange is the most powerful

16、 weapon to both takeover and anti takeover3 3The degree of dilution should be strong enough to anti hostile takeoverPART 03 White KnightWhite knightGame ProcessStock MovementSummaryGame Process1999/03/19 Gucci directional add-issuance 39 million new shares to PPR firm for twice the number of LVMH ow

17、nership, which cause the stock equity of LVMH diluted to 20%.PPR firm is allowed to increase holding the stock equity to 42%.LVMH apply that the court revokes Gucci issuing new shares to a third party program, but failed. PPR are given the right to buy the remaining stake which is up to 10.1%, and f

18、our of the nine members of the board seats. It has much power to veto the chairman.Stock Price Movement01020304050607080901999/3/191999/3/201999/3/211999/3/221999/3/231999/3/241999/3/251999/3/261999/3/271999/3/281999/3/291999/3/301999/3/311999/4/11999/4/21999/4/31999/4/41999/4/51999/4/61999/4/71999/

19、4/81999/4/91999/4/101999/4/111999/4/121999/4/131999/4/141999/4/151999/4/161999/4/171999/4/181999/4/19LVMHGUCCIEvaluate white knight1 - 1 - Alarm white knight to black knight2 - White knight is related to private placement. The interests of shareholders are diluted. Small and medium shareholders may

20、not agree causing the scheme failed.Summary03Alarm white knight betrayal.02LVMHs stock price slightly decreased.Guccis increased until 1999/03/24, experiencing a decline. 01Gucci successfully prevented the hostile takeover of LVMHWhite knight is easily opposed by small and medium shareholders 04The

21、result of Gucci & LVMH merger and acquisition caseGUCCI successful against LVMH acquisitionThe result of Gucci & LVMH merger and acquisition caseAcquired GUCCI brand for $8.8 billionBy using this momentum created Kering groupPPR: LVHM: Acquisition failedEarned $600 million by selling GUCCI stock GUCCI: Acquired by PPRKey point for Gucci winingAnti hostile takeover mechanism implemented into articles of incorporationStock price changeLVMH:1999/1/04: 27.631999/4/20: 38.75 11.12GUCCI:1999/1/04: 40.391999/4/20: 74.40 34.01THTHANANKS !KS !FOR LISTENING!