France Deals Review

France · Competition

LVMH and Tiffany changed the deal from $135 to $131.50 a share

LVMH announced an all-cash Tiffany acquisition in November 2019. After a closing dispute, the parties revised the price down $3.50 a share and eased closing conditions. Tiffany shareholders approved the amended deal in December 2020.

Sources checked

France Deals Review Editorial Team

Two agreements, two stockholder decisionsTiffany merger agreement, amendment and completion
  1. 25 November 2019
    Initial agreement announced

    $135 per share in cash, approximately $16.2 billion equity value Source 1

  2. 4 February 2020
    Initial stockholder vote

    Tiffany stockholders approve original merger agreement Source 2

  3. 9 September 2020
    LVMH issues closing statement

    Buyer says it cannot complete as matters stand Source 3

  4. 29 October 2020
    Amendment announced

    $131.50 per share in cash, reduced closing conditionality Source 4

  5. 30 December 2020
    Amended agreement approved

    Second Tiffany stockholder vote Source 5

  6. 7 January 2021
    Acquisition closes

    $131.50 per share and $16.1 billion cash consideration in LVMH's accounts Source 5

The late-2020 shareholder meeting approved the amended terms after an earlier vote on the initial agreement.

Source 1 Source 2 Source 3 Source 4 Source 5

Price adjustment in comparable units

The agreement moved from $135 to $131.50 in cash per share, a reduction of $3.50 or roughly 2.6%. The amendment also provided for Tiffany's regularly scheduled $0.58 quarterly dividend. The announcement treats the dividend and the merger price as separate terms. Source 1 Source 4

September introduced closing risk

LVMH told investors it had learned of a French ministerial letter concerning a delay and said it could not complete the deal as matters then stood. That was the buyer's account at the time. The October joint release gives the subsequent agreement between the two parties. Source 3 Source 4

The second vote followed the change in terms

The first stockholder vote approved the agreement with the $135 offer price. LVMH later reported that Tiffany shareholders approved the amended agreement on 30 December. The separate approval matters when following which contractual version each group of shareholders considered. Source 2 Source 5

Closing consideration is an accounting measure

LVMH's registration document records $16.1 billion paid in cash and translates that amount to €13.1 billion at acquisition. The 2019 announcement described an approximate $16.2 billion equity value at signing. To isolate the price revision, the two published per-share offer terms are the clearer comparison. Source 5 Source 1 Source 4

Sources

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