LVMH Moët Hennessy - Louis Vuitton, Société Européenne (ENXTPA:MC) made a non-binding proposal to acquire Tiffany & Co. (NYSE:TIF) from The Vanguard Group, Inc., Qatar Investment Authority, BlackRock, Inc. (NYSE:BLK) and others for $14.6 billion on October 28, 2019. LVMH Moët Hennessy - Louis Vuitton, Société Européenne entered into a definitive agreement to acquire Tiffany & Co. for $16.5 billion on November 24, 2019. The offer per share is $120 which is payable in cash. As of November 7, 2019, Tiffany & Co has asked LVMH Moët Hennessy to raise its takeover offer. As of November 24, 2019, the offer per share has been increased to $135 which is payable in cash. Each option to purchase shares of Tiffany granted pursuant to Registrant's 2014 Employee Incentive Plan, 2005 Employee Incentive Plan, 2017 Directors Equity Compensation Plan and 2008 Directors Equity Compensation Plan that is outstanding as of immediately prior to the effective time, whether vested or unvested, shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of the excess, if any, of the per share merger consideration over the per-share exercise price for such option, multiplied by the total number of shares of underlying such option. Each performance stock unit (PSU) granted pursuant to the equity plans that is outstanding as of immediately prior to the effective time shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the sum of any accrued but unpaid cash in respect of dividend equivalent rights representing fractional shares with respect to such PSU plus the product of the total number of shares subject to such PSU (including for the avoidance of doubt any dividend equivalent units credited in respect of PSUs) immediately prior to the effective time, multiplied by the per share merger consideration; and each restricted stock unit (RSU) that is outstanding as of immediately prior the effective time shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the sum of any accrued but unpaid cash in respect of dividend equivalent rights representing fractional shares of common stock with respect to such RSU plus the product of the total number of shares underlying such Company RSU multiplied by the per share merger consideration.

On October 28, 2020, LVMH Moët Hennessy - Louis Vuitton, Société Européenne entered into an amended merger agreement to acquire Tiffany & Co. for $16.1 billion. As consideration, each share of Tiffany & Co. will be converted into the right to receive $131.5 in cash, without interest and less any required tax withholding. The terms remain same for 2014 Employee Incentive Plan, 2005 Employee Incentive Plan, 2017 Directors Equity Compensation Plan and 2008 Directors Equity Compensation Plan, performance stock units and restricted stock units. Tiffany and LVMH have also agreed to settle their pending litigation in the Delaware Chancery Court. LVMH has entered into a facilities agreement with Citigroup Global Markets Limited and Citibank Group plc, which provides for $8.5 billion of bridge loan facility, $5.75 billion of 364-day revolving credit facility and €2.5 billion ($2.75 billion) of revolving credit facility. Tiffany will operate as a wholly owned indirect subsidiary of LVMH. The agreement provides that Tiffany will be required to pay LVMH a termination fee of $575 million in certain circumstances, including if Tiffany terminates the merger agreement to enter into an acquisition agreement with respect to a superior proposal. The transaction is subject to customary closing conditions, including approval from Tiffany's shareholders, the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as certain non-U.S. regulatory approvals and clearance by the Committee on Foreign Investment in the United States. The merger is not subject to a financing condition. The consummation of the merger, which cannot take place prior to January 7, 2021, is subject to various conditions, including, among others, customary conditions relating to the adoption of the amended merger agreement by holders of a majority of the outstanding shares of Tiffany & Co.'s common stock entitled to vote on such matter (at the meeting of stockholders to be held to vote on the adoption of the amended merger, the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as certain non U.S. regulatory clearances, it being understood among the parties that the existing regulatory clearances obtained for the merger pursuant to the original merger agreement will be deemed to satisfy the condition to the extent still in effect at the time the merger is consummated. The amended merger agreement, removes certain conditions to the consummation of the merger, namely the absence of a law or order in effect that enjoins, prevents or otherwise prohibits the consummation of the merger issued by a governmental entity and the absence of a material adverse effect. As on December 30, 2020. Tiffany & Co's shareholders approved the deal. The amended merger agreement provides for certain termination rights of Tiffany & Co. and LVMH, including the right of either party to terminate the amended merger agreement if the merger is not completed on or before June 30, 2021 (the “Outside Date”), provided that the Outside Date will be automatically extended to December 31, 2021, if all conditions are satisfied other than the receipt of the regulatory approvals. As of December 31, 2020, the transaction is expected to close on January 7, 2021.

Blair Effron and Tony Kim of Centerview Partners LLC and Tim Ingrassia and Olga Lewis of Goldman Sachs Co. LLC acted as financial advisors and fairness opinion providers to Tiffany. Frank J. Aquila, Heather Coleman, Olivier de Vilmorin, Rick Pepperman, Brian Frawley and Melissa Sawyer of Sullivan & Cromwell LLP and Olivier de Vilmorin of Sullivan & Cromwell LLP, France acted as legal advisors to Tiffany. Citigroup Global Markets Inc. and JPMorgan Chase & Co. acted as financial advisors and Howard L. Ellin, Dohyun Kim, Regina Olshan and Sean C. Doyle of Skadden, Arps, Slate, Meagher & Flom LLP and Armand W. Grumberg, Arash Attar-Rezvani and Thomas Perrot of Skadden, Arps, Slate, Meagher & Flom LLP, France acted as legal advisors to LVMH Moët Hennessy. Cleary Gottlieb Steen & Hamilton LLP acted as the legal advisor to LVMH. Nick Clark, Thomas Roy and Todd Koretzky of Allen & Overy acted as legal advisor for the banks financing LVMH. Weil, Gotshal & Manges LLP acted as legal advisor to Centerview Partners. Innisfree M&A Incorporated acted as proxy solicitor for Tiffany and paid a fee of $25,000 in the transaction. Philip Richter of Fried Frank acted as legal advisor to Goldman Sachs. Tiffany has agreed to pay Goldman Sachs for its services in connection with the merger an aggregate fee of approximately $34 million plus an additional discretionary fee of up to approximately $16 million, all of which is contingent upon completion of the merger. Tiffany & Co. agreed to pay Centerview fee of $45 million, $3 million of which was paid upon the rendering of Centerview's opinion in connection with the original merger agreement, $3 million of which was paid upon the rendering of Centerview's opinion in connection with the merger agreement and $39 million of which is payable contingent upon consummation of the transaction. As per the filing dated November 16, 2020, Tiffany & Co. will pay Goldman Sachs approximately $32 million plus an additional discretionary fee of up to approximately $16 million, all of which is contingent upon completion of the transaction. Computershare Investor Services LLC acted as transfer agent to Tiffany & Co.

LVMH Moët Hennessy - Louis Vuitton, Société Européenne (ENXTPA:MC) completed the acquisition of Tiffany & Co. (NYSE:TIF) from The Vanguard Group, Inc., Qatar Investment Authority, BlackRock, Inc. (NYSE:BLK) and others on January 7, 2021. In connection with the completion of the transaction, Tiffany notified The New York Stock Exchange of the completion of the merger and requested that NYSE delist the common stock and file with the SEC a notification of removal from listing on Form 25 to report that the common stock will no longer be listed on NYSE. Trading of the common stock on NYSE was suspended prior to the opening of trading on January 7, 2021. In conjunction with the closing of the transaction, LVMH has announced several leadership appointments at Tiffany- Anthony Ledru, previously Executive Vice President, Global Commercial Activities at Louis Vuitton and formerly Senior Vice President of North America at Tiffany, becomes Chief Executive Officer of Tiffany, taking over from Alessandro Bogliolo, who is set to leave on January 22, 2021. Alexandre Arnault, previously Chief Executive Officer of high-quality luggage company RIMOWA, becomes Executive Vice President, Product and Communications of Tiffany, Michael Burke, the Chairman and Chief Executive Officer of Louis Vuitton, will become Chairman of Tiffany Board of Directors, effective immediately. Reed Krakoff, Chief Artistic Director, and Daniella Vitale, Executive Vice President and Chief Brand Officer of Tiffany, will depart Tiffany after a short transition of responsibilities. The merger has received all regulatory approvals required under the agreement for the completion of the Merger, including in the United States, the European Union, Australia, Canada, China, Japan, Mexico, Russia, South Korea and Taiwan. The merger is still under review by the competition authority in the Kingdom of Saudi Arabia.