An all share merger has been agreed between two online fashion retailers: the Italian Yoox and the London-based Net-a-Porter, creating the biggest online luxury brand retailer, with a combined revenue of €1.3 billion.
The merger process
The deal is expected to close in September, once shareholder approvals and consents from regulating authorities will have been obtained.
Richemont, the owner of Net-a-Porter, will receive 50 per cent of the shares in the new group, but will only hold on to 25 per cent of the voting rights and two out of a minimum of 12 on the board of directors, in order for the independence of the group to be maintained. This is mainly because the combined company will continue to design and maintain online stores priorly created by Yoox for other major luxury retailers such as Valentino, Armani and Dolce & Gabbana. The independence of the company is extremely important, with some luxury retailers otherwise being concerned about the Swiss luxury goods company Richemont’s conflicting interests.
The new company will list on the Milan Stock Exchange after the merger under the name “Yoox Net-a-Porter Group” and will be run by the former investment banker, founder and current CEO of Yoox, Federico Marchett, with Net-a-Porter founder and former journalist, Natalie Massenet, serving as Executive Chairman.
The two companies have also announced the intention to sell €200 million worth of shares in order to help fund future growth opportunities and to allow for new shareholders to enter.
Yoox runs its own e-commerce business, offering discounted items from luxury brands from previous seasons but it also operates the online websites of many luxury brands, which account for almost 30 per cent of its business.
Its e-commerce business sells on three websites: Yoox.com (selling discounted items); Thecorner.com (selling in-season items) and Shoescribe.com (selling footwear).
Net-a-Porter, on the other hand, only focuses on its own online sales of full-priced fashion items.
Its website is seen as more “high fashion” and also uses editorial content in order to appeal to the most sophisticated consumers, including magazines Porter and The Edit. They are also known to use elegant delivery drivers in the London and New York markets as well as beautifully wrapped boxes.
The Richemont company has bought a majority stake in the company in 2010 from its founder, Natalie Massenet, who is currently in the position of executive chairman. However, more recently the company has experienced problems with its profits. This is mainly due to enhanced competition from major brands who have decided to establish a presence online and from big upmarket department stores such as Harrods.
Merging their operations will help them combine their geographical footprint, optimise their operations by cutting down on warehouse, logistical and distribution costs, while their size will assist them in creating and maintaining relationships with fashion brands.
Together they will be able to take advantage of a growing percentage of sales taking place online. The market for luxury goods has still not been so eager to embrace the online availability of goods, since people still prefer the overall experience of buying an expensive product in the shop, where they could consult with the shop assistant and where they will also be able to better assess the quality of the goods.
Jo Ellison, fashion editor for the FT, says the most important feature of the deal is the “big data” that the companies possess together, with 24 million visitors and 2 million buyers.
The biggest concern remains the fact that the two online retailers are different in their approach, Net-a-Porter being seen as “classier”, due to its focus on “in-season” items, as opposed to “out-of-season” ones and with customers in the “top 1 per cent” as opposed to those who are eagerly looking for a bargain. However, according to Marchetti, both the websites and the headquarters of the two companies will remain separate.
The law firms advising on the deal are d’Urso Gatti e Bianchi and Skadden, Arps, Slate, Meagher & Flom for Yoox and Slaughter and May and Bonelli Erede Pappalardo for Richemont.
Goldman Sachs is also advising Yoox on the deal, with Nomura and Lazard on Richemont’s side.