Mytheresa (NYSE:MYTE) and Richemont (SWX:CFR) announce that they have entered into binding agreements for the acquisition of 100% of the share capital of YNAP by Mytheresa. The transaction aims to create a leading, global, multi-brand digital luxury group offering a highly curated and strongly differentiated edit of the most prestigious luxury brands and products to luxury enthusiasts worldwide.
Transaction Rationale
Mytheresa and YNAP have each earned a strong reputation in the luxury industry for their pioneering roles in innovation, authoritative editorial voice and curation, as well as high-quality customer service. Together, the different storefronts cover a broad spectrum of the luxury market with distinct propositions in terms of brand portfolio, customer and geographical focus while sharing the strategic positioning towards high end customers.
In the medium term, Mytheresa’s vision for the combined group entails:
- The integration of YNAP’s Luxury division into Mytheresa, to form one group with three distinct storefronts: MYTHERESA, NET-A-PORTER and MR PORTER, which is expected to:
- Provide a broader and further differentiated luxury offering towards customers based on distinctive assortments, marketing and customer touchpoints;
- Offer luxury brand partners an even broader and specific reach of luxury consumers worldwide as a result of distinctive curation and inspiration; and
- Share infrastructure including Mytheresa`s technology platform and operational best practices to facilitate greater efficiencies while maintaining their distinct brand identities.
- The separation of the off-price division – comprising YOOX and THE OUTNET, leading destinations for online off-price luxury shopping – from the Luxury division to allow for a simpler and more efficient operating model driving higher growth and profitability.
- The discontinuation of YNAP’s white label division, once the Richemont Maisons’ online stores powered by YNAP migrate to their own chosen platforms.
Michael Kliger, CEO of Mytheresa, said: “I am truly excited by today’s announcement. With this transaction, Mytheresa aims to create a pre-eminent, multi-brand, digital, luxury group worldwide. MYTHERESA, NET-A-PORTER and MR PORTER will offer differentiated but complementary multi-brand luxury edits based on curation, inspiration and outmost customer service. The three brands will share a large part of their infrastructure creating synergies and efficiencies while maintaining their different brand identities. The off-price business will benefit from the separation from luxury and a much simpler operating model driving growth and profitability. We believe that this transaction will create significant value for our shareholders, brand partners and most importantly for our high-end customers.”
Johann Rupert, Chairman of Richemont, said: “We are pleased to have found such a good home for YNAP. As a trusted partner to many of the world’s leading global luxury brands, YNAP is renowned for its pioneering high-end customer services complemented by its distinctive and inspirational editorial voice. Mytheresa is ideally placed to build on YNAP’s assets to further delight customers and brand partners alike across the world by harnessing both companies’ respective strengths.”
Financial consideration
At transaction closing, Richemont will sell YNAP to Mytheresa with a cash position of €555m and no financial debt, subject to customary closing adjustments, in exchange for shares to be issued by Mytheresa representing 33% of Mytheresa’s fully diluted1 share capital at closing following issuance of the consideration shares. Richemont will make available a 6-year revolving credit facility of €100m to finance YNAP’s general corporate needs, including working capital.
Richemont will have the right to nominate a member and an observer to the Supervisory Board of Mytheresa following closing.
Closing of the transaction, which is expected to occur in the first half of calendar year 2025, is subject to customary conditions, including the receipt of antitrust approvals.
The transaction is not subject to or conditional on approval by either Richemont or Mytheresa shareholders.
Richemont’s shareholding in Mytheresa will be subject to a one-year lock-up period following transaction closing, followed by a further one-year period in which only certain limited sale transactions may take place.
As a result of this transaction, Richemont currently expects the write-down of YNAP net assets to amount to approximately €1.3 billion, which also accounts for the cash to be left in YNAP upon completion. This value is subject to change until completion date as it depends on several variables, namely Mytheresa’s share price, the USD/EUR foreign exchange rate, the value of net assets and debt-like items of YNAP at completion date.
Source: MYT Netherlands
