YOOX S.p.A. (BIT:YOOX) agreed to acquire The Net-A-Porter Group Limited from Compagnie Financiere Richemont SA (SWX:CFR), Natalie Massenet, Mark Sebba and Carmen Busquets on March 31, 2015. Compagnie Financiere Richemont SA (SWX:CFR) will receive 50% of the combined entity called Yoox Net-a-Porter Group but its voting rights will be limited to 25 percent, effectively putting Yoox in charge of the newly merged business. Richemont has committed to a 3-year lock-up on shares equivalent to 25% of the total share capital of the combined group, a 3-year standstill provision and not to enter into any shareholder agreement for the same period of time. Under the terms and conditions agreed, there will be no change of control.

The Net-A-Porter Group reported net revenues of €753.8 million, adjusted EBITDA of €58.3 million and gross profit of €307 million in 2014. Richemont has agreed to limit its Board representation to two Directors, who will join the Board of Directors of the combined group with effect from closing of the merger. Federico Marchetti will server as the Chief Executive Officer of the new group and Net-a-Porter founder Natalie Massenet will serve as Executive Chairman.

The merger is subject to required antitrust clearances, subject to regulatory approvals and approval by YOOX shareholders. The Board of Directors of YOOX S.p.A. intends to approve the merger plan in the second half of April 2015. The merger is expected to close, subject to regulatory approvals, in the first half of September 2015. On April 24, 2015, The board of directors of Yoox approved the transaction. Also Richemont co-Chief Executive Richard Lepeu and Chief Financial Officer Gary Saage will sit on the combined Yoox Net-a-Porter Board. As of May 26, 2015, the deal received early termination notice from FTC. As of July 22, 2015, the shareholders of YOOX S.p.A. approved the transaction and the merger is expected to be complete in October 2015, a month later than originally planned. As on September 3, 2015, UK antitrust authority approved the transaction. Now the transaction is expected to close by October 2015. As of October 2, 2015, the transaction was approved by Italian Market Authority (CONSOB). As of September 30, 2015, the deal is expected to close on October 5, 2015.

Goldman Sachs International acted as financial advisor, d'Urso Gatti e Bianchi Studio Legale Associato and James P. Healy and Frederic Depoortere of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to YOOX. Lazard & Co. Limited and Nomura International PLC acted as financial advisors and Slaughter and May, Richard Browne and Harriet Stephenson of Allen & Overy LLP and Bonelli Erede Pappalardo acted as legal advisors to Richemont. Morgan Stanley acted as financial advisor for the management of Net-a-porter. Ludovici & Partners acted as legal advisor in the deal.

YOOX S.p.A. (BIT:YOOX) completed the acquisition of The Net-A-Porter Group Limited from Compagnie Financiere Richemont SA (SWX:CFR), Natalie Massenet, Mark Sebba and Carmen Busquets on October 5, 2015. As a consequence of the all-share transaction, Richemont has received 65.60 million shares in the enlarged YOOX Net-A-Porter Group. The all-share transaction will generate a significant one-off, non-cash, accounting gain in Richemont's financial statements for the full-year ending March 31, 2016. The gain will be reported within ‘Profit from discontinued operations'. No gain will be recorded in the interim results for the period ended September 30, 2015. The amount of the pre- and post-tax accounting gain is estimated to be between €610 million and €670 million.