Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on March 23, 2022, Primavera Capital Acquisition
Corporation, a Cayman Islands exempted company ("PCAC"), entered into a Business
Combination Agreement (the "BCA") by and among (i) PCAC, (ii) Lanvin Group
Holdings Limited, a Cayman Islands exempted company ("LGHL"), (iii) Lanvin Group
Heritage I Limited, a Cayman Islands exempted company and a direct wholly owned
subsidiary of LHGL, (iv) Lanvin Group Heritage II Limited, a Cayman Islands
exempted company and a direct wholly owned subsidiary of LGHL, and (v) Fosun
Fashion Group (Cayman) Limited, a Cayman Islands exempted company ("Lanvin
Group"). Additionally, as previously disclosed, on October 17, 2022, the
aforementioned parties entered into Amendment No. 1 to the BCA.
On October 20, 2022, the aforementioned parties entered into Amendment No. 2 to
BCA ("Amendment No. 2") to (i) update the form of the amended and restated
memorandum and articles of association of LGHL and make certain adjustments to
the Second Merger (as defined in the BCA), in each case, in light of the
US$50 million equity investment by Meritz Securities Co., Ltd. pursuant to a
share subscription agreement with Lanvin Group and LGHL in relation to the
shares of Lanvin Group, which was executed on October 16, 2022, and (ii) include
an additional closing condition in favor of PCAC relating to the delivery of an
undertaking by Fosun International Limited, a company incorporated in Hong Kong
with limited liability.
The foregoing description of Amendment No. 2 does not purport to be complete and
is qualified in its entirety by the terms and conditions of Amendment No. 2, a
copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the federal securities laws, and also contains certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this communication, including, but not limited to, statements as to future
results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of
the Lanvin Group, market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and expectations
related to the terms and timing of the proposed business combination with PCAC,
are forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "anticipate,"
"expect," "suggests," "plan," "believe," "intend," "estimates," "targets,"
"projects," "should," "could," "would," "may," "will," "forecast" or other
similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of the
Lanvin Group and PCAC, which are all subject to change due to various factors.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this communication, should be regarded as
indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the business combination with PCAC; changes to the proposed
structure of the business combination with PCAC that may be required or
appropriate as a result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business combination with PCAC
and the other transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the business combination
with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group
is not obtained; the risk that the business combination with PCAC disrupts
current plans and operations of PCAC or the Lanvin Group as a result of the
announcement and consummation of the business combination with PCAC; the ability
of the Lanvin Group to grow and manage growth profitably and retain its key
employees including its chief executive officer and executive team; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on The New York Stock Exchange following the business combination
with PCAC; failure to realize the anticipated benefits of the business
combination with PCAC; risk relating to the uncertainty of the projected
financial information with respect to the Lanvin Group; the amount of redemption
requests made by PCAC's shareholders and the amount of funds available in
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the PCAC trust account; general economic conditions and other factors affecting
the Lanvin Group's business; Lanvin Group's ability to implement its business
strategy; Lanvin Group's ability to manage expenses; changes in applicable laws
and governmental regulation and the impact of such changes on Lanvin Group's
business, Lanvin Group's exposure to litigation claims and other loss
contingencies; the risks associated with negative press or reputational harm;
disruptions and other impacts to Lanvin Group's business, as a result of the
COVID-19 pandemic and government actions and restrictive measures implemented in
response; Lanvin Group's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, Lanvin
Group's technology infrastructure; changes in tax laws and liabilities; and
changes in legal, regulatory, political and economic risks and the impact of
such changes on Lanvin Group's business. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties described in the "Risk Factors" section of LGHL's
registration statement on Form F-4, PCAC's Annual Report on Form 10-K and other
documents filed by LGHL or PCAC from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
forward-looking statements. In addition, there may be additional risks that
neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group
currently believe are immaterial, that could also cause actual results to differ
from those contained in the forward-looking statements. Forward-looking
statements reflect PCAC's and Lanvin Group's expectations, plans, projections or
forecasts of future events and view. If any of the risks materialize or PCAC's
or Lanvin Group's assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. PCAC and
Lanvin Group anticipate that subsequent events and developments may cause their
assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, LGHL, PCAC
and Lanvin Group specifically disclaim any obligation to do so, except as
required by law. The inclusion of any statement in this document does not
constitute an admission by Lanvin Group nor PCAC or any other person that the
events or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as representing PCAC's or
Lanvin Group's assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Lanvin Group and PCAC
contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Lanvin Group, PCAC or any other entity.
Important Additional Information
This communication relates to a proposed business combination between Lanvin
Group and PCAC. This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed business combination with
PCAC will be submitted to shareholders of PCAC for their consideration.
LGHL has filed a Registration Statement with the SEC which includes a
preliminary proxy statement in relation to the vote by PCAC's shareholders in
connection with the proposed business combination and other matters as described
in the Registration Statement, as well as a preliminary prospectus with respect
to LGHL's securities to be issued in connection with the proposed business
combination. PCAC and LGHL also will file other documents regarding the proposed
business combination with the SEC.
After the Registration Statement has been declared effective, PCAC will mail a
definitive proxy statement/prospectus and other relevant documents to its
shareholders as of the record date established for voting on the proposed
business combination. This communication is not a substitute for the
Registration Statement, the definitive proxy statement/prospectus or any other
document that PCAC will send to its shareholders in connection with the business
combination. PCAC's shareholders and other interested persons are advised to
read, once available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with PCAC's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain important
information about PCAC, LGHL, Lanvin Group and the proposed business combination
with PCAC. Shareholders and investors may also obtain a copy of the preliminary
or definitive proxy statement/prospectus, once available, as well as other
documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by PCAC, without charge, at the SEC's website
located at www.sec.gov or by directing a request to PCAC.
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INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Participants in the Solicitation
PCAC, LGHL and Lanvin Group and certain of their respective directors, executive
officers and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from PCAC's
shareholders in connection with the proposed transactions. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of PCAC's shareholders in connection with the proposed transactions will be set
forth in LGHL's proxy statement/prospectus when it is filed with the SEC. You
can find more information about PCAC's directors and executive officers in the
Registration Statement. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests will
be included in the proxy statement/prospectus when it becomes available.
Shareholders, potential investors and other interested persons should read the
definitive proxy statement/prospectus carefully, when available, before making
any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed transactions or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1 Amendment No. 2 to the Business Combination Agreement, dated as of
October 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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