Victoria's Secret & Co. entered into a definitive agreement to acquire AdoreMe, Inc. from Ventech SA and others for approximately $770 million.
November 31, 2022
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Victoria's Secret & Co. (NYSE:VSCO) entered into a definitive agreement to acquire AdoreMe, Inc. from Ventech SA and others for approximately $770 million on November 1, 2022. The structured transaction includes an initial upfront $391 million cash payment at closing. The Merger agreement provides for post-closing consideration to be paid in an aggregate amount of at least $80 million, consisting of a fixed payment to be made on or prior to January 15, 2025, and up to $300 million based on the performance of Adore Me and achievement of specified strategic objectives and certain EBITDA and net revenue goals within the two -year period following closing of the transaction. The transaction has been unanimously approved by VS&Co?s Board of Directors and is expected to close by the end of January 2023, subject to customary closing conditions and regulatory clearances. VS&Co plans to finance the transaction at closing with cash on hand.
Goldman Sachs is acting as financial advisor to VS&Co and Robert M. Hayward, Rachael G. Coffey, Peter C. Fritz, Katie J. Holahan, Ashley Sinclair, Sara B. Zablotney, Seth Traxler, Amber Harezlak, Scott D. Price and Lauren Sawyer of Kirkland & Ellis is providing legal counsel. Credit Suisse is acting as financial advisor to Adore Me and Adam M. Freiman, Michael E. Gilligan, Judd M. Abramson, Ciara R. M. Baker, A. William Caporizzo, R. Scott Kilgore, Kirk J. Nahra, Chalyse Robinson, Hartmut Schneider, Ariel Soiffer, Dominic Vote, Madeline S. Lewis and Nathan J. Moore of WilmerHale is providing legal counsel. Fortis Advisors, LLC acted as financial advisor to the equity holders of Adore Me.
Victoria's Secret & Co. is a specialty retailer of women's intimate and other apparel and beauty products marketed under the Victoria's Secret, Victoria's Secret PINK (PINK), and Adore Me brand names. It offers a range of products across intimate apparel, sleepwear, loungewear, swimwear, and beauty. Victoria's Secret brand offers bras, panties, lingerie, casual sleepwear, athleisure and swim, as well as prestige fragrances and body care across its global retail locations and its online e-commerce channel. PINK is a fashion and lifestyle brand for young women providing on trend products, including bras, panties, loungewear, knit tops, activewear, accessories and beauty. PINK is sold across North America and internationally at Victoria's Secret and PINK retail stores and online. Adore Me is a direct-to-consumer lingerie and apparel brand that is focused on serving women of all sizes and budgets. Adore Me is sold online and in Adore Me's six retail stores.
VICTORIA'S SECRET & CO. 
