Christian Dior SE · EURONEXT:CDI
Christian Dior — Merger or Acquisition (April 2017)
21 slides from Christian Dior's merger presentation, Apr 25, 2017
Slide 1: Simplifying Christian Dior – LVMH Group Structures
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA PROJECT AIMING AT SIMPLIFYING CHRISTIAN DIOR – LVMH GROUP STRUCTURES: REGROUPING THE ENTIRE DIOR BRAND WITHIN LVMH AND OFFER BY THE ARNAULT FAMILY GROUP ON
Slide 2: Summary of Contemplated Transactions
SUMMARY OF CONTEMPLATED TRANSACTIONS GREATER COMMITMENT OF STRENGTHENING OF FAMILY LVMH’S FASHION & SHAREHOLDER LEATHER GOODS PUBLIC OFFER ON DIVISION BY CHRISTIAN DIOR BY INTEGRATION OF ARNAULT FAMILY CHRISTIAN DIOR GROUP¹ COUTURE *** ACQUISITION OF CHRISTIAN DIOR COUTURE2 BY LVMH SIMPLIFICATION OF
Slide 3: Summary of Contemplated Transactions
SUMMARY OF CONTEMPLATED TRANSACTIONS Planned public offer by Arnault Family Group on all Christian Dior shares it does not already own1 ♦ Semyrhamis, a company of Arnault Family Group, intends to file a simplified mixed public offer on Christian Dior shares: – €172 in cash and 0.192 Hermès Internati
Slide 4: Evolution of Group Structure
EVOLUTION OF GROUP STRUCTURE CURRENT SIMPLIFIED GROUP STRUCTURE SIMPLIFIED STRUCTURE FOLLOWING THE CONTEMPLATED TRANSACTIONS Arnault Family Arnault Family Group Group May reach up to 100% of share 74.1% of share capital capital² from 74.1%, depending on results of offer 84.9% of voting rights 5.8% o
Slide 5: Key Highlights
KEY HIGHLIGHTS OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS TO SELL THEIR SHARES AT AN 18.6% PREMIUM OVER THE 1-MONTH AVERAGE SHARE PRICE, VALUING THE COMPANY AT ITS NET ASSET VALUE STRENGTHENING OF LVMH’S FASHION AND LEATHER DIVISION THROUGH ACQUISITION OF ONE OF THE MOST ICONIC BRANDS WORLDWIDE HIG
Slide 6: Public Offer by Arnault Family Group on Christian Dior Shares
PUBLIC OFFER BY ARNAULT FAMILY GROUP ON CHRISTIAN DIOR SHARES 6
Slide 7: Key Terms of Offer
KEY TERMS OF OFFER ♦ Offer initiated by Semyrhamis, a company of Arnault Family Group, targeting 25.7% of share capital – Primary mixed offer: €172 in cash, and 0.192 Hermès International shares per Christian Dior share – Secondary offer in cash: €260 in cash per Christian Dior share – Secondary off
Slide 8: Estimation of Christian Dior's Net Asset Value
ESTIMATION OF CHRISTIAN DIOR’S NET ASSET VALUE Christian Dior Value of 41% Couture Net financial Christian Dior Christian Dior stake in Others4 enterprise debt3 NAV NAV / share LVMH value Based on LVMH’s 3-month average¹ share €40.4bn €45.2bn €251 price + €6.5bn + €(1.5)bn + €(0.2)bn = Based on LVMH
Slide 9: Illustration of Offer Terms
ILLUSTRATION OF OFFER TERMS In € per share Offer represents premium of: For each Christian Dior €2601 €251-2633 share: + 14.7% + 18.6% + 25.9% €227 + 32.8% €219 €172 in cash €172 €207 €196 and 0.192 Hermès International shares €881 Offer Spot 1-month 2 3-month 2 6-month 2 Christian share avg. avg. a
Slide 10: An Opportunity for Christian Dior Shareholders
AN OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS ♦ Offer price represents: - a 14.7% premium over the April 24th, 2017 closing share price PREMIUM - an 18.6% premium over the 1-month average share price¹ - a 25.9% premium over the 3-month average share price¹ ♦ Value offered in line with net asset val
Slide 11: Strengthening of LVMH's Fashion & Leather Goods Division by Acquisition of Christian Dior Couture
STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY ACQUISITION OF CHRISTIAN DIOR COUTURE 11
Slide 12: Key Terms of Transaction
KEY TERMS OF TRANSACTION ACQUISITION ♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA2 OF CHRISTIAN ♦ Vendor loan3 granted to LVMH for a maximum of 24 months, allowing timing flexibility for refinancing DIOR COUTURE1 ♦ Boards of Christian Dior and LVMH unanimously favorable to planned acquisition, ba
Slide 13: Christian Dior Couture Key Figures
CHRISTIAN DIOR COUTURE KEY FIGURES Revenue: €2.0bn EBITDA: €418m1 COP2: €270m3 (Last 12 months at end (Last 12 months at end (Last 12 months at end March 2017) March 2017) March 2017) 70 years of know-how 198 stores 5,000 employees Present in more than 93% of revenue from +12% annual revenue 60 coun
Slide 14: A Unique Asset
A UNIQUE ASSET 1 AN ICONIC FASHION HOUSE, ONE OF THE MOST PRESTIGIOUS BRANDS WORLDWIDE 2 AN UNPARALLELED POSITIONING IN LUXURY GLOBAL NETWORK OF DIRECTLY OPERATED 3 STORES, ENSURING COMPREHENSIVE CONTROL OVER DISTRIBUTION AND BRAND IMAGE 4 UNIQUE PORTFOLIO OF STRATEGIC REAL ESTATE ASSETS GENERATED R
Slide 15: An Iconic Brand
AN ICONIC BRAND CHRISTIAN DIOR, THE WORLD’S MOST RENOWNED DESIGNERS WELL-KNOWN FRENCH NAME Yves Saint- Gianfranco Marc Bohan Laurent Ferre Maria Grazia John Galliano Raf Simons Chiuri Christian Dior Kris Van Victoire de Hedi Slimane Assche Castellane
Slide 16: 93% of Revenue Generated in Own Stores
93% OF REVENUE GENERATED IN OWN STORES GLOBAL NETWORK OF 198 STORES MAIN REAL ESTATE ASSETS 33 in North America 71 in Europe Avenue New Bond Street, Montaigne, Paris London 20 in China 16 in Japan Omotesando, Ginza, Tokyo 53 in Asia Tokyo (excluding Japan 5 in Latin America and China) Seoul 16
Slide 17: A Brand Experiencing Strong Growth
A BRAND EXPERIENCING STRONG GROWTH 2011-2016 REVENUE1 (€bn) 2016 REVENUE BREAKDOWN BY PRODUCT LINE1 Watches & Others +14% per year² 1.9 Jewelry 3% Shoes 6% 1.0 9% Accessories Leather 10% 46% Fashion 2011 2016 26% 2011-2016 COP1,3,4 (€m) 2016 REVENUE BREAKDOWN BY REGION1 +24% per year² 252 Europe & M
Slide 18: A Strategic Acquisition for LVMH
A STRATEGIC ACQUISITION FOR LVMH STRENGTHENING OF ♦ Integration of one of the most iconic brands worldwide BRAND PORTFOLIO ♦ Regrouping of the entire Dior brand within the LVMH group ♦ Exceptional creative momentum HIGH-GROWTH PLAYER ♦ Numerous investments completed over the last years to accelerate
Slide 19: Key Financial Impacts for LVMH
KEY FINANCIAL IMPACTS FOR LVMH 2016 PRO FORMA EARNINGS PER SHARE 2016 PRO FORMA GEARING¹ (Unaudited) (Unaudited) 35% +2.7% €8.11 €7.89 12% Before transaction Pro forma Before transaction Pro forma Note : 1 Net financial debt / equity ratio LIMITED IMPACT ON FINANCIAL STRUCTURE: EPS ACCRETION FROM TH
Slide 20: Next Steps
NEXT STEPS 20
Slide 21: Indicative Public Offer Timetable
INDICATIVE PUBLIC OFFER TIMETABLE FILING OF OFFER ♦ Late May 2017 AMF CLEARANCE (DÉCISION DE ♦ June 2017 CONFORMITÉ) AND LAUNCH OF OFFER OFFER DURATION ♦ 3 weeks 21