MYT Netherlands Parent B.V. ("Mytheresa") and Richemont sign agreement for Mytheresa to acquire YOOX NET-A-PORTER ("YNAP") to create leading, global, multi-brand digital luxury group in exchange for a 33% equity stake in Mytheresa

AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR

7 OCTOBER 2024

   -- Richemont will sell YNAP to Mytheresa with a cash position of EUR555m and 
      no financial debt, subject to customary closing adjustments 
 
   -- Mytheresa to issue shares to Richemont representing 33% of Mytheresa's 
      fully diluted share capital 
 
   -- Richemont to provide a EUR100m revolving credit facility to YNAP 
 
   -- Closing of transaction expected in H1 2025, subject to customary 
      conditions, including regulatory approvals 
 
   -- Transaction creates multi-brand digital group of significant scale, 
      global reach as well as exceptional customer centricity 
MUNICH & GENEVA, Switzerland--(BUSINESS WIRE)--October 07, 2024-- 

Today, Mytheresa (NYSE:MYTE) and Richemont (SWX:CFR) announce 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 leading, global, multi-brand digital luxury group offering a highly curated and strongly differentiated edit of the most prestigious luxury brands and products to luxury enthusiasts worldwide.

Transaction Rationale

Mytheresa and YNAP have each earned a strong reputation in the luxury industry for their pioneering roles in innovation, authoritative editorial voice and curation, as well as high-quality customer service. Together, the different storefronts cover a broad spectrum of the luxury market with distinct propositions in terms of brand portfolio, customer and geographical focus while sharing the strategic positioning towards high end customers.

In the medium term, Mytheresa's vision for the combined group entails:

   -- The integration of YNAP's Luxury division into Mytheresa, to form one 
      group with three distinct storefronts: MYTHERESA, NET-A-PORTER and MR 
      PORTER, which is expected to: 
 
          -- Provide a broader and further differentiated luxury offering 
             towards customers based on distinctive assortments, marketing and 
             customer touchpoints; 
 
          -- Offer luxury brand partners an even broader and specific reach of 
             luxury consumers worldwide as a result of distinctive curation and 
             inspiration; and 
 
          -- Share infrastructure including Mytheresa`s technology platform and 
             operational best practices to facilitate greater efficiencies 
             while maintaining their distinct brand identities. 
 
   -- The separation of the off-price division - comprising YOOX and THE OUTNET, 
      leading destinations for online off-price luxury shopping - from the 
      Luxury division to allow for a simpler and more efficient operating model 
      driving higher growth and profitability. 
 
   -- The discontinuation of YNAP's white label division, once the Richemont 
      Maisons' online stores powered by YNAP migrate to their own chosen 
      platforms. 

Michael Kliger, CEO of Mytheresa, said: "I am truly excited by today's announcement. With this transaction, Mytheresa aims to create a pre-eminent, multi-brand, digital, luxury group worldwide. MYTHERESA, NET-A-PORTER and MR PORTER will offer differentiated but complementary multi-brand luxury edits based on curation, inspiration and outmost customer service. The three brands will share a large part of their infrastructure creating synergies and efficiencies while maintaining their different brand identities. The off-price business will benefit from the separation from luxury and a much simpler operating model driving growth and profitability. We believe that this transaction will create significant value for our shareholders, brand partners and most importantly for our high-end customers."

Johann Rupert, Chairman of Richemont, said: "We are pleased to have found such a good home for YNAP. As a trusted partner to many of the world's leading global luxury brands, YNAP is renowned for its pioneering high-end customer services complemented by its distinctive and inspirational editorial voice. Mytheresa is ideally placed to build on YNAP's assets to further delight customers and brand partners alike across the world by harnessing both companies' respective strengths."

Financial consideration

At transaction closing, Richemont will sell YNAP to Mytheresa with a cash position of EUR555m 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(1) share capital at closing following issuance of the consideration shares. Richemont will make available a 6-year revolving credit facility of EUR100m 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 EUR1.3 billion, 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.

Conference Call Information

Mytheresa will host a conference call to discuss the transaction at 8am Eastern Time. Those wishing to participate via webcast should access the call through Mytheresa's Investor Relations website at https://investors.mytheresa.com. Those wishing to participate via the telephone may dial in at +1 800 715 9871 $(USA)$. The participant access code will be 3814635. The conference call replay will be available via webcast through Mytheresa's Investor Relations website. The telephone replay will be available from 10am Eastern Time on October 7, 2024, through October 14, 2024, by dialing +1 800 770 2030 $(USA.UK)$. The replay passcode will be 3814635.

Forward Looking Statements

This release contains forward-looking statements as that term is defined in the United States Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the timing and completion of and expected benefits from the transactions involving Richemont Maisons, NET-A-PORTER and YNAP, expectations regarding future opportunities and our market position, our business plans and strategy, future financial or operating performance, as well as statements that include the words "expect," "plan," "believe," "estimate," "may," "should," "anticipate," "will," "could," "aim," "continue" and similar statements of a future or forward-looking nature. Such forward-looking statements are not guarantees of future performance. Richemont's forward-looking statements are based on management's current expectations and assumptions regarding YNAP's business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. Our retail stores are heavily dependent on the ability and desire of consumers to travel and shop and a decline in consumer traffic could have a negative effect on our comparable store sales and/or average sales per square foot and store profitability resulting in impairment charges, which could have a material adverse effect on our business, results of operations and financial condition. Reduced travel resulting from economic conditions, retail store closure orders of civil authorities, travel restrictions, travel concerns and other circumstances, including disease epidemics and other health-related concerns, could have a material adverse effect on us, particularly if such events impact our customers' desire to travel to our retail stores. International conflicts or wars, including resulting sanctions and restrictions on importation and exportation of finished products and/or raw materials, whether self-imposed or imposed by international countries, non-state entities or others, may also impact these forward-looking statements. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. Actual results may differ materially from the forward-looking statements as a result of a number of risks and uncertainties, many of which are outside Richemont's control. Accordingly, you should not rely upon forward-looking statements as predictions of future events. In addition, the forward-looking statements made in this release relate only to events or information as of the date on which the statements are made in this release. Richemont does not undertake to update, nor does it have any obligation to provide updates of, or to revise, any forward-looking statements.

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