Tiffany & Co. (NYSE: TIF) (the “Company”) announced
today that holders of a majority in aggregate principal amount of
its outstanding $300,000,000 4.900% senior notes due October 1,
2044 (the “2044 Notes”) have delivered valid consents (the
“2044 Requisite Consents”) in connection with the
Company’s proposed amendments described in the Statement (as
defined below) for such 2044 Notes.
The Company previously announced on December 15, 2020 that
holders of a majority in aggregate principal amount of its
outstanding $250,000,000 3.800% senior notes due October 1, 2024
(the “2024 Notes” and together with the 2044 Notes, the
“Affected Notes”) had delivered valid consents (the
“2024 Requisite Consents” and together with the 2044
Requisite Consents, the “Requisite Consents”) in respect of
the proposed amendments described in the Statement for such 2024
Notes. The consent solicitations expired at 5:00 p.m., New York
City time, on December 14, 2020 for the 2024 Notes and at 5:00
p.m., New York City time, on December 17, 2020 for the 2044 Notes.
As a result, all revocation rights in respect of the Affected Notes
have been terminated. The terms and conditions of the proposed
amendments in respect of the Affected Notes (the
“Amendments”) are set forth in the consent solicitation
statement dated December 8, 2020 (the “Statement”)
previously provided by the Company to the holders of the Affected
Notes.
The Company will, subject to (i) the satisfaction or waiver of
all terms and conditions to the consent solicitations for a series
of Affected Notes described in the Statement and (ii) the closing
of the Merger (as defined below), promptly cause to be paid to each
holder of a series of Affected Notes who has delivered (and did not
revoke) a valid consent in favor of the Amendments prior to the
applicable expiration date a cash payment of $1.50 for each $1,000
principal amount of that series of Affected Notes in respect of
which such consent has been delivered (and was not revoked),
subject to applicable withholding, if any (the “Consent
Fee”).
As previously announced, on October 28, 2020, the Company, LVMH
Moët Hennessy-Louis Vuitton SE (“LVMH”), Breakfast Holdings
Acquisition Corp. and Breakfast Acquisition Corp. (“Merger
Sub”), entered into an Amended and Restated Agreement and Plan
of Merger (the “Merger Agreement”) which provides for, among
other things, the acquisition by LVMH of the Company through the
merger of Merger Sub with and into the Company (the
“Merger”), with the Company continuing as the surviving
corporation in the Merger and a wholly-owned indirect subsidiary of
LVMH. Subject to the terms of the Merger Agreement and its approval
by the Company’s stockholders, the Merger is expected to be
completed early in the calendar year 2021.
Following receipt of the Requisite Consents, the Company and the
Trustee executed on December 17, 2020 a supplemental indenture
incorporating the Amendments into the indenture governing the
Affected Notes, dated as September 25, 2014 between the Company and
The Bank of New York Mellon Trust Company, N.A., as trustee (the
“Trustee”), as supplemented from time to time (the
“Indenture”). The Amendments provide that if the Merger is
completed, LVMH may elect to provide an unconditional guarantee
(the “LVMH Guarantee”) of the Company’s payment obligations
with respect to the Affected Notes and any other notes issued from
time to time under the Indenture. However, even if the Merger is
consummated, LVMH has no obligation to provide any guarantee and
there can be no assurance that LVMH will do so. If and for so long
as LVMH provides the LVMH Guarantee, LVMH will provide English
translations of its periodic and current reporting (under
applicable French law) in lieu of the Company’s existing periodic
and current reporting obligations, which reporting obligations will
not be applicable at any time and for any period during which the
LVMH Guarantee is in force.
Questions regarding the consent solicitations may be directed
to:
MUFG Securities Americas Inc., Attention:
Liability Management at +1 (212) 405-7440 (collect), +1 (877)
744-4532 (toll-free) or +44 20 7577 4048/4218
Citigroup Global Markets Inc., Attention:
Liability Management Group at +1 (212) 723-6106 (collect) or +1
(800) 558-3754 (toll-free).
This announcement is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of consents with respect to
any securities. The consent solicitations were made solely by the
Statement and were subject to the terms and conditions stated
therein.
About Tiffany & Co.:
In 1837, Charles Lewis Tiffany founded his company in New York
City where his store was soon acclaimed as the palace of jewels for
its exceptional gemstones. Since then, TIFFANY & CO. has become
synonymous with elegance, innovative design, fine craftsmanship and
creative excellence. During the 20th century fame thrived worldwide
with store network expansion and continuous cultural relevance, as
exemplified by Truman Capote’s Breakfast at Tiffany’s and the film
starring Audrey Hepburn.
Today, with more than 14,000 employees, TIFFANY & CO. and
its subsidiaries design, manufacture and market jewelry, watches
and luxury accessories - including more than 5,000 skilled artisans
who cut diamonds and craft jewelry in the Company’s workshops,
realizing its commitment to superlative quality. TIFFANY & CO.
has a long-standing commitment to conducting its business
responsibly, sustaining the natural environment, prioritizing
diversity and inclusion, and positively impacting the communities
in which we operate.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of the Company by LVMH pursuant
to the Merger Agreement. In connection with the proposed
acquisition, the Company filed a definitive proxy statement on
Schedule 14A with the U.S. Securities and Exchange Commission (the
“SEC”), and mailed the definitive proxy statement and a proxy card
to each stockholder entitled to vote at the special meeting
relating to the proposed acquisition. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY ALL RELEVANT
DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED
WITH THE SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE PROPOSED ACQUISITION. Investors and security holders are able
to obtain copies of the definitive proxy statement and other
documents filed with the SEC (when available) free of charge at the
SEC’s website at www.sec.gov or at the Company’s website at
investor.tiffany.com/financial-information or by writing to the
Corporate Secretary at 200 Fifth Avenue, New York, New York 10010,
Attn: Corporate Secretary (Legal Department).
Participants in Solicitation
The Company and its directors, executive officers and certain of
its employees may be deemed to be participants in the solicitation
of proxies from the Company’s stockholders in respect of the
proposed acquisition. Information about the directors and executive
officers of the Company is set forth in its proxy statement for its
2020 annual meeting of stockholders, which was filed with the SEC
on April 20, 2020, and the definitive proxy statement filed with
the SEC in connection with the proposed acquisition on November 27,
2020. Other information regarding the participants in the proxy
solicitations in connection with the proposed acquisition, and a
description of any interests that they have in the proposed
acquisition, by security holdings or otherwise, may be contained in
other relevant materials to be filed with the SEC regarding the
proposed acquisition when they become available. These documents
may be obtained for free at the SEC’s website at www.sec.gov, or by
writing to the Corporate Secretary at 200 Fifth Avenue, New York,
New York, 10010, Attn: Corporate Secretary (Legal Department).
Forward-Looking Statements
Certain statements in this communication including, without
limitation, statements relating to the 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 the anticipated benefits thereof)
and about the future plans, assumptions and expectations for the
Company’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 the Company
has 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,
including stockholder approval of the merger proposal, may not be
satisfied or the regulatory approvals or waivers 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 Merger Agreement between the parties to the
merger 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 the Company’s business relationships,
operating results, and business generally; (iv) risks that the
Merger disrupts the Company’s current plans and operations and
potential difficulties in the Company’s employee retention; (v)
risks that the Merger may divert management’s attention from the
Company’s ongoing business operations; (vi) potential litigation
that may be instituted against the Company or its directors or
officers related to the Merger or the Merger Agreement between the
parties to the merger 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 the Company’s business and the price of the common stock of
the Company; (ix) any adverse effects on the Company 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 U.S.; and (xii) such other factors as are
set forth in the Company’s periodic public filings with the SEC,
including but not limited to those described under the headings
“Risk Factors” and “Forward Looking Statements” in the Company’s
Form 10-Q for the fiscal quarter ended October 31, 2020, its Form
10-K for the fiscal year ended January 31, 2020, and in its other
filings made with the SEC from time to time, which are available
via the SEC’s website at www.sec.gov. The consequences of material
differences in results as compared with those anticipated in the
forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal
liability to third parties and similar risks, any of which could
have a material adverse effect on the Company’s financial
condition, results of operations, credit rating or liquidity or
stock price. These risks, as well as other risks associated with
the Merger, are more fully discussed in the definitive proxy
statement on Schedule 14A, which was filed with the SEC on November
27, 2020, in connection with the Merger. In addition, there can be
no assurance that the Merger will be completed, or if it is
completed, that it will close within the anticipated time period,
or that the expected benefits of the Merger will be realized.
Forward-looking statements reflect the views and assumptions of
management as of the date of this communication with respect to
future events. The Company 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 the Company or any other person that the
events or circumstances described in such statement are
material.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201217006168/en/
Jason Wong (973) 254-7612 jason.wong@tiffany.com
Tiffany (NYSE:TIF)
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