Item 7.01 Regulation FD Disclosure
On July 11, 2022, Lanvin Group issued a press release regarding the filing with
the U.S. Securities and Exchange Commission ("SEC") of a registration statement
on Form F-4 (the "Registration Statement") in connection with its previously
announced proposed business combination with Primavera Capital Acquisition
Corporation ("PCAC"). Lanvin Group Holdings Limited, a Cayman Islands exempted
company and the post-acquisition company filed the Registration Statement as
registrant ("PubCo"). The aforementioned press release also includes Lanvin
Group's 2021 results. A copy of the press release is furnished hereto as Exhibit
99.1 and incorporated by reference herein.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended (the
"Securities Act") or the Exchange Act, except as otherwise expressly stated by
specific reference in any such filing.
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 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 the
Registration Statement, PCAC's Annual Report on Form 10-K and other documents
filed by PubCo 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 PubCo, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, PubCo, 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.
Financial Information; Use of Non-IFRS Financial Metrics and Other Key Financial
Metrics
Certain financial information and data contained in this communication is
unaudited.
Accordingly, such information and data may not be included, may be adjusted or
may be presented differently in any proxy statement, prospectus or registration
statement or other report or document to be filed or furnished by PCAC or PubCo
with the SEC. This communication includes certain financial measures (including
on a forward-looking basis) not in accordance with the International Financial
Reporting Standards ("IFRS"). These non-IFRS measures are an addition, and not a
substitute for or superior to measures of financial performance prepared in
accordance with IFRS and should not be considered as an alternative to net
income, operating income or any other performance measures derived in accordance
with IFRS. Lanvin Group believes that these non- IFRS measures of financial
results (including on a forward-looking basis) provide useful supplemental
information to investors about Lanvin Group. Lanvin Group's management uses
forward looking non-IFRS measures to evaluate Lanvin Group's projected financial
and operating performance. Lanvin Group believes that the use of these non-IFRS
financial measures provides an additional tool for investors to use in
evaluating projected operating results and trends in and in comparing Lanvin
Group's financial measures with other similar companies, many of which present
similar non-IFRS financial measures to investors.
However, there are a number of limitations related to the use of these non-IFRS
measures and their nearest IFRS equivalents. For example, other companies may
calculate non-IFRS measures differently, or may use other measures to calculate
their financial performance, and therefore, Lanvin Group's non-IFRS measures may
not be directly comparable to similarly titled measures of other companies.
Lanvin Group does not consider these non-IFRS measures in isolation or as an
alternative to financial measures determined in accordance with IFRS. The
principal limitation of these non-IFRS financial measures is that they exclude
significant expenses, income and tax liabilities that are required by IFRS to be
recorded in Lanvin Group's financial statements. In addition, they are subject
to inherent limitations as they reflect the exercise of judgements by Lanvin
Group about which expense and income are excluded or included in determining
these non-IFRS financial measures. In order to compensate for these limitations,
Lanvin Group presents non-IFRS financial measures in connection with IFRS
results.
--------------------------------------------------------------------------------
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.
PubCo 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 PubCo's securities to be issued in connection with the proposed business
combination. PCAC and PubCo 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, PubCo, 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.
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, PubCo 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 PubCo's proxy statement/prospectus when it is filed with the SEC. You
can find more information about PCAC's directors and executive officers in
PCAC's Annual Report on Form 10-K filed with the SEC on March 31, 2022.
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
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release dated July 11, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses