Ermenegildo Zegna Holditalia S.p.A. entered into a definitive agreement to acquire Investindustrial Acquisition Corp. (NYSE:IIAC) from Investindustrial Acquisition Corp. L.P. and others in a reverse merger transaction for approximately $690 million on July 18, 2021. The transaction is structured by combination of stock and cash financing. The transaction is expected to deliver approximately $880 million of gross proceeds (assuming no redemptions from current Investindustrial's shareholders, consisting of Investindustrial's $403 million cash held in trust, a fully committed $250 million PIPE – which, in light of strong investor demand, was upsized by $50 million vs the original target amount and approximately $225 million ($225 million are an illustrative dollar equivalent, for simplification purposes, while the actual forward purchase agreement is denominated in euro) in a forward purchase agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of Investindustrial VII L.P. (“SSH”). Under the forward purchase agreement, SSH will invest approximately $225 million which, together with relevant sponsor promote shares (at closing of the transaction, Investindustrial will receive 5.03 million newly issued shares as part of the sponsor promote shares agreed to in the business combination agreement. This amount represents 50% of the total sponsor promote shares, the remainder of which will be subject to vesting conditions detailed in the business combination agreement), will provide them with circa 11% of the Company. SSH's investment will be subject to a lock-up of up to 3 years, demonstrating their strong commitment to the Company and alignment with the Zegna family. Zegna Family to Retain Control with a Stake of approximately 62%. The Zegna family will remain at the Company's helm following the transaction's completion, and we will continue to invest in creativity, innovation, talent, and technology to sustain Zegna's leadership position in the global luxury market. Zegna a public company listed on the New York Stock Exchange later this year. As on July 29, 2021, Ermenegildo Zegna Group announces the appointment of Francesca Di Pasquantonio as Investor Relations Director. As of December 6, 2021, they have entered into agreements with certain large institutional and other investors for an additional PIPE facility of up to $125 million, seeking to accommodate most of the demand. Investments in the new PIPE facility would be limited to the amount of redemptions by public IIAC shareholders to limit dilution to existing investors. If redemptions exceed a specified threshold, subscribers under the new PIPE facility will acquire shares of Zegna at closing, in varying amounts pro rated to each investor's maximum commitment depending on the level of redemptions.

The transaction is subject to the effectiveness of the Registration Statement on Form F-4 (the “ Registration Statement ”) in accordance with the provisions of the Securities Act of 1933, as amended (the “ Securities Act ”) registering the Zegna Ordinary Shares to be issued in connection with the merger, the approval by the NYSE of Zegna Ordinary Shares' initial listing application in connection with the business combination, customary approvals and conditions and to Investindustrial's and Zegna's shareholders vote. The Boards of Directors of both Investindustrial and Zegna have each unanimously approved and is expected to close in fourth quarter of this year. As of December 6, 2021, the deal is expected to close before year end. Based on the transaction value, the merged entity will have an anticipated initial enterprise value of $3.2 billion with an expected market capitalization of $2.5 billion (initial enterprise value, expected market capitalization at listing and the Zegna family's stake all incorporate the impact of the 50% sponsor promote shares and management grants shares to be issued at closing of the transaction and assume). As of December 8, 2021, The Registration Statement has been declared effective by the SEC. IIAC shareholders meeting is to be held on December 15, 2021. As of December 15, 2021, Investindustrial Acquisition Corp shareholders approved the deal.

UBS Investment Bank is acting as exclusive financial advisor to Ermenegildo Zegna Group with a team led by UBS Italy Country Head Riccardo Mulone, and as co-lead placement agent on the PIPE. Scott D. Miller and Davis J. Wang of Sullivan & Cromwell is acting as legal advisor to Ermenegildo Zegna Group. Deutsche Bank, Goldman Sachs Bank Europe, SE - Succursale Italiana, JP Morgan Securities Plc and Mediobanca are acting as financial advisors to Investindustrial Acquisition Corp. Deutsche Bank, Goldman Sachs & Co.LLC and JP Morgan Securities Plc are acting as co-lead placement agents on the PIPE. Mediobanca is providing a fairness opinion to Investindustrial Acquisition Corp.'s Board of Directors. Christian O. Nagler, Wayne Williams, Chiomenti and Jonathan L. Davis, David Perechocky and Cedric Van den Borren of Kirkland & Ellis are acting as legal advisor to Investindustrial Acquisition Corp. Geeth Makepeace of Shearman & Sterling is acting as legal advisor to the placement agents.

Ermenegildo Zegna Holditalia S.p.A. completed the acquisition of Investindustrial Acquisition Corp. (NYSE:IIAC) from Investindustrial Acquisition Corp. L.P. and others in a reverse merger transaction on December 17, 2021. The newly combined company is expected to commence trading on the New York Stock Exchange under the new ticker symbol “ZGN” on Monday, December 20, 2021. Upon completion of the transaction, the Company changed its name to Ermenegildo Zegna N.V.