M&A - Capri Holdings Ltd

Form Type: DEF 14A

Filing Date: 2025-06-24

Corporate Action: Acquisition

Type: New

Accession Number: 000153072125000078

Filing Summary: Capri Holdings Ltd reports a significant acquisition strategy as part of its annual meeting notice for 2025. The company faced a 14.1% decline in revenue, attributed to global luxury goods market softness and underperforming strategic initiatives at Versace and Michael Kors. A definitive agreement was inked on April 10, 2025, to sell Versace to Prada S.p.A. for $1.375 billion, boosting Capri's focus on expanding its Michael Kors and Jimmy Choo brands. The annual meeting is scheduled for August 7, 2025, where shareholders will vote on the election of directors and various proposals, including executive compensation and a new incentive plan. As part of its strategic review, Capri aims to enhance growth by directing resources toward its core brands and maintaining a strong balance sheet to support future initiatives and potential shareholder returns. Shareholder participation is encouraged in this proxy process, underscoring the importance of their voices in corporate decisions. The meeting highlights the company’s commitment to long-term growth despite current challenges.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525077466

Filing Summary: On April 10, 2025, Capri Holdings Limited announced the execution of a definitive agreement with Prada S.p.A. for Prada to acquire Capri’s Versace business. The press release regarding this agreement was included as Exhibit 99.1 in the filing, marking a significant strategic move for Capri as it evolves its business portfolio. This acquisition involves various considerations pertaining to the future operations of Versace and is subject to relevant regulatory approvals and conditions. Risks associated with the transaction have been outlined, including market trends, regulatory hurdles, and potential operational disruptions during the transition period.

Form Type: 8-K

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525078102

Filing Summary: On April 10, 2025, Capri Holdings Limited entered into a Stock Purchase Agreement with Prada S.p.A. for Prada to acquire certain subsidiaries of Capri that operate the Versace business for approximately $1.375 billion in cash, subject to adjustments for net indebtedness and working capital. Closing of the transaction is contingent upon standard closing conditions, including satisfactory regulatory approvals and the absence of adverse effects on the Versace business. Capri plans to reorganize its subsidiaries pre-closing to facilitate the acquisition, which will involve the transfer of all interests in GIVI Holding S.r.l., a wholly owned subsidiary of Capri. Both companies are committed to consummating the transaction as promptly as possible, and the agreement includes customary representations, warranties, and covenants, along with the stipulation for a transition services agreement post-closing. The Purchase Agreement can be terminated under specific conditions, including failure to close by January 12, 2026, or if any legal prohibitions arise.