TIFFANY & CO. Item 1.01. Entry into a Material Definitive Agreement.
Amended and Restated Merger Agreement
On
Subject to the terms and conditions set forth in the Amended Merger Agreement,
at the effective time of the Merger (the "Effective Time"), each share of common
stock,
In addition, subject to the terms and conditions of the Amended Merger
Agreement, at the Effective Time, (1) each option to purchase shares of Common
Stock ("Company Option") granted pursuant to Registrant's 2014 Employee
Incentive Plan, 2005 Employee Incentive Plan, 2017 Directors Equity Compensation
Plan and 2008 Directors Equity Compensation Plan (collectively, the "Equity
Plans") 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 (i) the
excess, if any, of (A) the Per Share Merger Consideration over (B) the per-share
exercise price for such Company Option, multiplied by (ii) the total number of
shares of Common Stock underlying such Company Option; (2) each performance
stock unit granted pursuant to the Equity Plans ("Company PSU") 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 (A) any accrued but unpaid cash in respect of dividend equivalent
rights representing fractional shares of Common Stock with respect to such
Company PSU plus (B) the product of (i) the total number of shares of Common
Stock subject to such Company PSU (including for the avoidance of doubt any
dividend equivalent units credited in respect of Company PSUs) immediately prior
to the Effective Time, multiplied by (ii) the Per Share Merger Consideration;
and (3) each restricted stock unit granted pursuant to the Equity Plans
("Company 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 (A) any accrued but unpaid cash in respect
of dividend equivalent rights representing fractional shares of Common Stock
with respect to such Company RSU plus (B) the product of (i) the total number of
shares of Common Stock underlying such Company RSU (including for the avoidance
of doubt any dividend equivalent units credited in respect of Company RSUs),
multiplied by (ii) the Per Share Merger Consideration; provided that if the
consummation of the Merger occurs in fiscal year 2021 and prior to
Furthermore, the Amended Merger Agreement expressly permits Registrant in its
sole discretion, to declare and pay regular quarterly dividends of up to
The consummation of the Merger, which cannot take place prior to
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and agreements under the Amended Merger Agreement. The Amended Merger Agreement, as compared to the Original Merger Agreement, removes certain conditions to the consummation of the Merger, namely (i) 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 (ii) the absence of a Material Adverse Effect (as defined in the Amended Merger Agreement).
The Amended Merger Agreement also contains other customary representations, warranties and covenants of Registrant, LVMH, Holding and Merger Sub, including covenants made by Registrant regarding the operation of the business of Registrant and its subsidiaries prior to the Effective Time.
Registrant has also agreed to customary "no-shop" restrictions on Registrant's ability to solicit alternative transaction proposals from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative transaction proposals. Notwithstanding the limitations applicable under the "no-shop" restrictions, after the date of the Amended Merger Agreement, and prior to obtaining the Stockholders Approval at the Stockholders Meeting, Registrant may, under certain circumstances, provide non-public information to and participate in discussions or negotiations with third parties with respect to any unsolicited alternative transaction proposal that the Board of Directors of Registrant (the "Board") has determined constitutes or could reasonably be expected to result in a Superior Proposal (as defined in the Amended Merger Agreement), but subject to LVMH's right to match, or otherwise propose amendments to its transaction in response to, any such acquisition proposal during a specified notice period. Registrant and LVMH have also made covenants to cooperate with each other and use their respective best efforts to take all actions, and do all things, necessary or advisable on its part under the Amended Merger Agreement and applicable laws to consummate and make effective the Merger as promptly as practicable after the date of the Amended Merger Agreement, including, among other things, maintaining in effect the existing regulatory clearances obtained for the Merger pursuant to the Original Merger Agreement.
The Amended Merger Agreement provides for certain termination rights of
Registrant and LVMH, including the right of either party to terminate the
Amended Merger Agreement if the Merger is not completed on or before
In the event that Registrant brings any claim, litigation, or other similar
proceeding to enforce the terms of the Amended Merger Agreement or for money
damages, the "Per Share Merger Consideration" will be deemed, for all purposes
in such proceeding, including any award of specific performance or damages, to
be
The foregoing description of the Amended Merger Agreement is qualified in its . . .
Item 8.01 Other Events. Joint Press Release.
On
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
2.1* Amended and Restated Agreement and Plan of Merger, dated as of
October 28, 2020 , by and among Tiffany & Co. , LVMH Moët Hennessy -
Louis Vuitton SE, Breakfast Holdings Acquisition Corp. and Breakfast
Acquisition Corp.
99.1 Press Release, dated October 29, 2020 .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
Registrant hereby undertakes to furnish supplemental copies of any omitted
schedules upon request by the
"SEC"); provided, however, that Registrant may request confidential treatment
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for
any schedules so furnished.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Registrant by LVMH pursuant to the Amended Merger
Agreement. In connection with the proposed acquisition, Registrant intends to
file relevant materials with the
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Participants in Solicitation
Registrant and its directors, executive officers and certain of its employees
may be deemed to be participants in the solicitation of proxies from
Registrant's stockholders in respect of the proposed acquisition. Information
about the directors and executive officers of Registrant is set forth in its
proxy statement for its 2020 annual meeting of stockholders, which was filed
with the
Forward-Looking Statements:
Certain statements in this communication including, without limitation, statements relating to the proposed Merger and conditions to closing of the Merger, may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Merger and about the future plans, assumptions and expectations for Registrant's business and its results. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "may," "will," or other similar expressions may identify such forward-looking statements.
These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which we have no
control. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the Merger may not be satisfied or the
regulatory approvals required for the Merger may not be obtained or maintained,
in each case, on the terms expected or on the anticipated schedule; (ii) the
occurrence of any event, change or other circumstance that could give rise to
the termination of the Amended Merger Agreement or affect the ability of the
parties to recognize the benefits of the Merger; (iii) the effect of the
announcement or pendency of the Merger on Registrant's business relationships,
operating results, and business generally; (iv) risks that the Merger disrupts
Registrant's current plans and operations and potential difficulties in
Registrant's employee retention; (v) risks that the Merger may divert
management's attention from Registrant's ongoing business operations;
(vi) potential litigation that may be instituted against Registrant or its
directors or officers related to the Merger or the Amended Merger Agreement and
any adverse outcome of any such potential litigation; (vii) the amount and
timing of the costs, fees, expenses and other charges related to the Merger,
including in the event of any unexpected delays; (viii) other risks to
consummation of the Merger, including the risk that the Merger will not be
consummated within the expected time period, or at all, which may affect
Registrant's business and the price of the common stock of Registrant; (ix) any
adverse effects on Registrant by other general industry, economic, business
and/or competitive factors; (x) the COVID-19 pandemic, including the duration
and scope thereof, the availability of a vaccine or cure that mitigates the
effect of the virus, the potential for additional waves of outbreaks and changes
in financial, business, travel and tourism, consumer discretionary spending and
other general consumer behaviors, political, public health and other conditions,
circumstances, requirements and practices resulting therefrom; (xi) protest
activity in the
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Registrant does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Registrant or any other person that the events or circumstances described in such statement are material.
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