Red&Black Lux S.àr.l. (“R&B”), a company controlled by Permira Funds, announces that the Acceptance Period (as defined in the Offer Document) of the voluntary public tender offer (the “VFG Offer”) it launched on the outstanding ordinary capital of Valentino Fashion Group S.p.A. (“VFG”) expired on 7 September 2007.
It should be noted that the VFG Offer became unconditional on 2 August 2007, following satisfaction of the only condition to the VFG Offer – the achievement from the relevant ant-trust authorities of all the necessary authorisations.
From data currently available to R&B, acceptances to the VFG Offer amounted to approximately 24.52% of VFG's ordinary capital.
Hence, in light of (i) the 60.18% stake in VFG already indirectly held by Permira Funds, and, pursuant to applicable law, of (ii) the 12.43% stake in VFG held by Tidus S.r.l. the conditions provided by applicable law and regulation for the launch of a residual public tender offer to third party shareholders in order to achieve the de-listing of VFG are met.
In fact on the Payment Date (as defined in the Offer Document) subsidiaries of Permira Funds and the other parties to the shareholders' agreement will hold together a 97,12% stake in VFG.
The Residual Offer will be launched by R&B or through other companies indirectly controlled by Permira Funds. The price of the Residual Offer will be determined by Consob in accordance with applicable law.
The public announcement containing the definitive results of the VFG Offer, pursuant to paragraph C.5. of the Offer Document, will be published in those newspapers listed in the paragraph M of the Offer Document (Il Sole 24 Ore and La Repubblica) on 13 September 2007. The payment of the VFG Offer will be made on 14 September 2007.
7 September 2007 was also the final day of the offer (the “HB Offer”), launched by R&B on the ordinary and preferred capital of Hugo Boss AG (“HB”), a company listed on the Frankfurt Stock Exchange, indirectly controlled by VFG.
The definitive number of shares tendered in the HB Offer will be published on 13 September 2007. The HB Offer price will also be paid on 14 September 2007.
Valentino Fashion Group S.p.A.