Lanvin Group entered into a non-binding letter of intent to acquire Primavera Capital Acquisition Corporation (NYSE:PV) (PCAC) from Primavera Capital Acquisition LLC and others in a reverse merger transaction on July 30, 2021. Lanvin Group entered into a definitive business combination agreement to acquire Primavera Capital Acquisition Corporation from Primavera Capital Acquisition LLC and others for approximately $970 million in a reverse merger transaction on March 22, 2022. The existing Lanvin Group shareholders are expected to own 123.9 million shares in the combined company. The transaction values Lanvin Group at a pro forma enterprise value of $1.5 billion, with a combined pro forma equity value of up to $1.9 billion. As part of the transaction, all of Lanvin Group's existing shareholders will roll 100% of their shares in Lanvin Group. On October 17, 2022, the aforementioned parties entered into an amendment to the BCA (“ Amendment No. 1 ”) to, amongst other matters, (i) change the “Price per Company Share” from US$3.365773 to US$2.6926188 and (ii) provide that the US$50 million equity investment by Meritz Securities Co., Ltd. pursuant to a share subscription agreement with Lanvin Group and LGHL in respect of shares of Lanvin Group, which was executed on October 16, 2022 (the “ Meritz Investment ”), will be deemed part of the “Private Placement” under the BCA and, accordingly, its proceeds will count towards satisfaction of the minimum cash condition for closing the business combination. Following closing of the merger, the former shareholders of PCAC will own approximately 28% of the combined company and the former shareholders of FFG will own approximately 65% of the combined company, whereas the PIPE Investors will own approximately 3% of the combined company. Lanvin Group will receive proceeds of up to $544 million, including up to $414 million of cash currently held in PCAC's trust account, fully committed PIPE subscription and forward purchase agreements of $130 million in the aggregate from investors including Fosun International Limited, ITOCHU Corporation, Stella International Limited, Baozun Hong Kong Investment Limited, Golden A&A, Aspex Master Fund and Sky Venture Partners L.P. Following the acquisition, Lanvin Group will become publicly traded and listed on the New York Stock Exchange under the ticker symbol "LANV". Upon completion of the transaction, the business of the Group will operate under the Lanvin Group name.

The transaction is subject to customary approvals and conditions, including PCAC's shareholders', the Lanvin Group shareholder's approval, the waiting period or periods (including any extension thereof) applicable to the consummation of the transactions contemplated under the Business Combination Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have terminated or expired, the proxy statement/prospectus shall have become effective under the Securities Act, LGHL's initial listing application with NYSE in connection with the transactions shall have been approved, upon the closing and after giving effect to any redemption of PCAC Ordinary Shares and the Private Placement, LGHL will have net tangible assets of at least $5,000,001. The Boards of Directors of both PCAC and Lanvin Group have each unanimously approved the proposed transaction. As of November 4, 2022, the U.S. Securities and Exchange Commission (“SEC”) has declared effective the Registration Statement on Form F-4 of Lanvin Group Holdings Limited (“LGHL”), in connection with the proposed business combination with Primavera Capital Acquisition Corporation. The shareholders meeting of PCAC is scheduled on December 9, 2022. On December 2, 2022, Lanvin Group, PCAC and relevant parties entered into an amendment to the business combination agreement to remove the closing condition in relation to the minimum amount of cash of at least $350 million. Primavera Capital Acquisition Corporation, shareholders approved the transaction on December 9, 2022.The transaction is expected to close later in 2022. The business combination is expected to close in the second half of 2022. As per the business combination is expected to close on December 14, 2022.

Cantor Fitzgerald & Co. is acting as exclusive financial advisor and Joseph E. Bauerschmidt and Christina Loh of DLA Piper is serving as legal advisor to Lanvin Group. Yang Wang, Amy Liu, Mark Brod, Daniel N. Webb, Yi Gao, Kai Fan, Andrew B. Purcell, Yash Rupal, David Yun, Lori E. Lesser, Étienne Renaudeau and Kelly Karapetyan of Simpson Thacher & Bartlett LLP is serving as legal advisors and the due diligence advisor to PCAC. Davis Polk & Wardwell LLP served as legal advisor to Primavera Capital. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to PCAC. Laura Rogers of Walkers acted as the legal advisor to Primavera Capital Acquisition. Morrow Sodali LLC acted as information agent to PCAC. KPMG Huazhen LLP acted as financial and tax due diligence provider to Lanvin Group.

Lanvin Group completed the acquisition of Primavera Capital Acquisition Corporation (NYSE:PV) from Primavera Capital Acquisition LLC and others in a reverse merger transaction on December 14, 2022.