A Tiffany & Co. “Soleste” round engagement ring in platinum with diamonds. Tiffany and LVMH will head to court in January after LVMH announced its intention to back out of the companies’ $16.2 billion acquisition deal.
By Lenore Fedow
New York—Tiffany & Co. and LVMH will head to court in January after a judge approved the jeweler’s request to expedite the legal proceedings surrounding a potential acquisition.
LVMH announced its intentions to back out of the $16.2 billion deal earlier this month, citing closing date issues and a request from the French government.
In response, Tiffany & Co. filed a lawsuit in Delaware to force the French luxury giant to move forward with the deal, claiming it had breached the merger agreement by dragging its feet on obtaining regulatory clearances and was just looking for excuses to get out of the deal.
Tiffany asked the Court of Chancery in Delaware to fast-track the proceedings because it wanted a ruling before the Nov. 24 deadline for closing the acquisition.
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The Jan. 5, 2021 court date is after the “drop-dead” date for the merger, but would be before antitrust approvals start to expire.
LVMH had asked for the trial to start in March or April of next year.
It argued there was no reason to speed up the case and that the company would need six to seven months’ time to properly prepare.
In a court filing, LVMH said: “Tiffany offers no reason why this court should move mountains and conduct a full-blown trial involving complex facts and international discovery in less than two months amidst a global pandemic.”
LVMH accused Tiffany of trying to fast-track the proceedings to avoid a deeper look into its management of the COVID-19 pandemic.
The luxury conglomerate said in a previous statement announcing its plans to file a lawsuit that it would be challenging the way Tiffany’s management handled the COVID-19 crisis, noting that the company distributed “substantial dividends” when it was losing money and that its operation and organization are not “substantially intact.”
In response to claims of mismanagement, Tiffany CEO Alessandro Bogliolo said: “We have already returned to profitability and expect to remain profitable for the balance of the year, with fourth-quarter profits actually exceeding those of the fourth quarter of 2019.”
Tiffany said LVMH was trying to run out the clock and prevent the acquisition from going through.
Reports that the deal was on the rocks first arose in June, as civil unrest in the United States and the COVID-19 pandemic were troubling LVMH’s board.
Tiffany Chairman Roger Farah said, “We will demonstrate to the court that LVMH is in clear breach of its obligations under a valid and binding agreement and that their claim of a material adverse effect is completely baseless. Tiffany has acted in good faith in full compliance with the merger agreement and will continue to do so.”
LVMH said it is “fully confident that it will be able to defeat Tiffany's accusations and convince the court that the conditions necessary for the acquisition of Tiffany are no longer met.”
Source: National Jeweler 23-9-2020
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