Tiffany & Co. (NYSE: TIF) (the “Company”) announced that at
a special meeting of its stockholders held earlier today, the
Company’s stockholders voted to approve the adoption of the
previously announced Agreement and Plan of Merger, dated as of
November 24, 2019 (as it may be amended from time to time, the
“Merger Agreement”), by and among the Company, LVMH Moët
Hennessy-Louis Vuitton SE (“LVMH”), Breakfast Holdings Acquisition
Corp. and Breakfast Acquisition Corp. (“Merger Sub”), providing for
the merger of Merger Sub with and into the Company (the “merger”),
with the Company surviving the merger. Approximately 71.9 percent
of the Company’s shares issued and outstanding as of the close of
business on January 2, 2020, the record date for the special
meeting, were present in person or by proxy at the meeting. Holders
of approximately 71.3 percent of the Company’s shares issued and
outstanding as of the close of business on the record date voted in
favor of the proposal to adopt the Merger Agreement, representing
approximately 99.3 percent of votes cast (excluding
abstentions).
Also at the special meeting, the Company’s stockholders
approved, by non-binding, advisory vote, certain compensation
arrangements for the Company’s named executive officers in
connection with the merger.
In addition, the Company today announced that the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (as amended, and all rules and regulations promulgated
thereunder, collectively, the “HSR Act”) in connection with the
merger for U.S. antitrust purposes expired as of February 3,
2020.
The Merger Agreement approval and expiration of the HSR Act
waiting period satisfy certain conditions to the closing of the
pending acquisition. LVMH is not required to hold a vote of its
stockholders to approve the Merger Agreement. The Company
anticipates that the merger will be completed in the middle of
2020, subject to the satisfaction or waiver of the remaining
customary conditions to closing, including among other things,
receipt of other required regulatory approvals.
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. The Company
operates more than 300 TIFFANY & CO. retail stores worldwide as
part of its omnichannel approach. To learn more about TIFFANY &
CO. as well as its commitment to sustainability, please visit
www.tiffany.com.
Forward-Looking Statements:
Certain statements in this communication including, without
limitation, statements relating to the proposed acquisition, 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 proposed acquisition and the anticipated benefits thereof.
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,” 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 we have 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 proposed acquisition may not be
satisfied or the regulatory approvals required for the proposed
acquisition may not be obtained, in each case, on the terms
expected or on the anticipated schedule, which contemplates closing
of the acquisition in the middle of 2020; (ii) the occurrence of
any event, change or other circumstance that could give rise to the
termination of the Merger Agreement or affect the ability of the
parties to recognize the benefits of the proposed acquisition;
(iii) the effect of the announcement or pendency of the proposed
acquisition on the Company’s business relationships, operating
results, and business generally; (iv) risks that the proposed
acquisition disrupts the Company’s current plans and operations and
potential difficulties in the Company’s employee retention as a
result of the proposed acquisition; (v) risks that the proposed
acquisition 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 proposed acquisition or the Merger Agreement and any adverse
outcome of any such potential litigation; (vii) the amount of the
costs, fees, expenses and other charges related to the proposed
acquisition, including in the event of any unexpected delays;
(viii) other risks to consummation of the proposed acquisition,
including the risk that the proposed acquisition 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;
and (x) such other factors as are set forth in the Company’s
periodic public filings with the U.S. Securities and Exchange
Commission (the “SEC”), including but not limited to those
described under the headings “Risk Factors” and “Forward Looking
Statements” in its Form 10-K for the fiscal year ended January 31,
2019 and its Form 10-Q for the quarterly period ended October 31,
2019, the definitive proxy statement on Schedule 14A, filed with
the SEC on January 6, 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. 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, liquidity or stock price. In addition, there can be no
assurance that the proposed acquisition will be completed, or if it
is completed, that it will close in the middle of 2020, as
anticipated, or that the expected benefits of the proposed
acquisition 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200204006059/en/
Jason Wong (973) 254-7612 jason.wong@tiffany.com
Tiffany (NYSE:TIF)
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