GUCCI GROUP ANNOUNCES A FINAL COMPREHENSIVE SETTLEMENT ELIMINATING LITIGATION AND PROTECTING MINORITY SHAREHOLDERS
Amsterdam, The Netherlands, September 10, 2001: Gucci Group N.V. (NYSE: GUC; Euronext
Amsterdam: GCCI.AS) announces today a comprehensive settlement of outstanding issues among
Gucci, Pinault-Printemps-Redoute S.A („PPR‰) and LVMH – Moet Hennessy Louis Vuitton
(„LVMH‰), together with details of a revised agreement between Gucci and PPR that ensures the
continued strength of the strategic alliance and the long-term protection of the interests of
GucciÊs independent shareholders. Before the comprehensive settlement will be effective, certain
regulatory clearances need to be obtained from the U.S. anti-trust authorities and the Securities
Board of The Netherlands.
The agreements, approved unanimously by the Independent Directors of Gucci, as well as by the
full Supervisory Board, provide for the cessation of all current litigation between the parties and
the release of all outstanding claims. They also commit the parties to certain actions, viz.:
• PPR will acquire 8,579,337 Gucci shares from LVMH for $94 a share. Closing is expected on
October 22, 2001.
• Subject to closing, Gucci will pay a special cash dividend of $7 per share to all shareholders
except PPR on or before December 15, 2001 at a date to be determined by the Board.
• Subject to closing, Gucci shareholders will have the right, but not the obligation, to put their
shares to PPR at $101.50 a share payable by the end of April 2004. This mechanism will ensure
that GucciÊs shareholders have the choice either to realize that amount, or hold their shares
and benefit from any increase in the market price of Gucci at that time and thereafter. It will
be structured as a public offer under the Dutch Securities Act and under U.S. securities law.
PPRÊs commitment to make the offer is not subject to financing. However, PPR has announced
that it will arrange financing in due course prior to the commencement of the offer in 2004.
As a fundamental part of the settlement package, important safeguards for minority shareholders
have been maintained. These safeguards apply notwithstanding PPR owning more than 50 per cent
of GucciÊs capital, and having the right to gain a majority of the Board in 2004. In particular, the
Independent Directors will retain an important corporate governance role, such as acting in any
conflict of interest between Gucci and PPR, as well as appointments of key management, including
the Chief Executive Officer. The revised agreement expiring in 2009 replaces the Strategic
Investment Agreement entered into in 1999, which also expired in 2009.
• Until April 2004, the Supervisory Board of Gucci will be expanded to 10 members from 9
currently and comprise an equal number of Independent Directors and Directors nominated
by PPR. The Chairman will continue to be an independent Board member through at least
April 2004, and no Board member will have a casting vote.
• After April 2004, following consultation with the Independent Directors, PPR will have the
right to nominate a majority of the Supervisory Board. PPR will also have the right to nominate
the Chairman of the Supervisory Board, subject to the approval of the majority of the
Supervisory Board including at least 2 Independent Directors.
Commenting on the settlement, Domenico De Sole, President and Chief Executive Officer of
Gucci Group N.V., said: „This agreement is good news for our shareholders. The litigation is
settled and shareholders are guaranteed a minimum value in April 2004 while retaining the full
upside potential from our future growth and development. We have also maintained corporate
governance procedures that protect the interest of all shareholders both before and after 2004.
Together with our strategic partner, PPR, I am confident that our strategy to build Gucci into a
multibrand luxury goods group will allow us to continue to create substantial value for all
Tom Ford, Creative Director of Gucci Group N.V., said: “Domenico and I have long maintained
that the key to Gucci’s creative and financial success has been the entrepreneurial spirit of its
management and design teams, which PPR has strongly supported. This deal brings stability to
Gucci without compromising our ability to pursue our successful multibrand strategy. IÊm very
excited about the future and I fully support the action the Board has taken to safeguard GucciÊs
Morgan Stanley and the law firms Skadden, Arps, Slate, Meagher & Flom LLP and De Brauw
Blackstone Westbroek advised Gucci Group on this transaction.
Gucci Group N.V. is one of the world’s leading multi-brand luxury goods companies. Through the Gucci, Yves Saint Laurent, Sergio Rossi, Boucheron, Roger & Gallet, Bottega Veneta, BÉDAT & CÀ, Alexander McQueen, Stella McCartney and Balenciaga brands, the Group designs, produces and distributes high-quality personal luxury goods, including ready-to-wear, handbags, luggage, small leather goods, shoes, timepieces, jewelry, ties and scarves, eyewear, perfume, cosmetics and skincare products. The Group directly operates stores in major markets throughout the world and wholesales products through franchise stores, duty free boutiques and leading department and specialty stores. The shares of Gucci Group N.V. are listed on the New York Stock Exchange and on the Euronext Amsterdam Stock Exchange.
Under the safe harbor provisions to the U.S. Private Securities Litigation Reform Act of 1995, the Company cautions investors that any forward-looking statements of projections made by the Company, including those made in this document, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Factors that may affect the CompanyÊs operations are discussed in the CompanyÊs Annual Report on Form 20-F for 1999, as amended, filed with the U.S. Securities and Exchange Commission.
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