Investindustrial Acquisition Corp. (NYSE:IIAC) announced this afternoon that its shareholders have approved its combination with Italian fashion group Zegna in a special meeting held earlier today.

The business combination was overwhelmingly approved as 35,660,185 shares voted in favor of the deal. Holders of 36,488,170 shares were present at today’s meeting, representing approximately 72.52% of IIAC’s voting power.

However, a total of 23,368,841 shares of IIAC were redeemed in connection with the meeting, removing 58.06% of the SPAC’s trust. As a result, the Redemption Offset Arrangement investors will be subscribing for a total of 12,500,000 ordinary shares of Zegna, for an aggregate purchase price of $125 million.

Investindustrial recently secured an up to $125 million Redemption Offset Arrangement. IIAC has an estimated $402.6 million held in trust and had previously announced a $250 million PIPE in connection with their  $3.2 billion combination announcement on July 19, 2021. Furthermore, there is a $225 million Forward Purchase Agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of the Sponsor.

And while there is a minimum cash closing condition to this transaction of $400 million, which was already met, the Redemption Offset Arrangement was enacted to limit dilution to existing investors caused by redemptions.

The parties expect to close the deal on Friday, December 17. The combined company’s shares and warrants are expected to begin trading on the New York Stock Exchange on Monday, December 20, under the ticker symbols “ZGN” and “ZGN WS,” respectively.

The Milan-based company is comprised of its namesake luxury brand as well as Thom Browne, operating out of about 276 branded stores with about 6,050 employees.

ADVISORS

• UBS Investment Bank is acting as exclusive financial advisor to Ermenegildo Zegna Group and as co-lead placement agent on the PIPE.
• Sullivan & Cromwell is acting as legal advisor to Ermenegildo Zegna Group.
• Deutsche Bank, Goldman Sachs Bank Europe, SE – Succursale Italiana, JP Morgan Securities Plc and Mediobanca are acting as financial advisors to Investindustrial Acquisition Corp.
• Deutsche Bank, Goldman Sachs & Co.LLC and JP Morgan Securities Plc are acting as co-lead placement agents on the PIPE.
•  Mediobanca is providing a fairness opinion to Investindustrial Acquisition Corp.’s Board of Directors.
• Chiomenti and Kirkland & Ellis are acting as legal advisor to Investindustrial Acquisition Corp.
• Shearman & Sterling is acting as legal advisor to the placement agents.