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