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Investindustrial Acquisition Corporation

Investindustrial Acquisition Corporation

Oct 16, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Ermenegildo Zegna Group

ENTERPRISE VALUE: $3.171 billion
ANTICIPATED SYMBOL: ZGN

Ermenegildo Zegna Group, a world-renowned Italian luxury house, and Investindustrial Acquisition Corp. announced today a definitive business agreement that is expected to make Zegna a public company listed on the New York Stock Exchange later this year.

Since its founding in 1910 by the Company’s namesake, Ermenegildo Zegna, the Group has evolved from a producer of textiles and menswear into a leading purveyor of luxury goods to clients around the globe. While the Zegna brand remains the Group’s flagship label and an emblem of Italian excellence, in 2018 Zegna acquired the majority stake in American luxury fashion brand Thom Browne. The brand’s growing success under Zegna’s ownership is yet another example of the Group’s ability to grow through acquisitions by creating prospects for integration and efficiency. Zegna’s management has capitalized on the unique strengths of Thom Browne, namely its consistency and name recognition, its younger customer base, its high digital penetration, and its iconic collections, doubling Thom Browne’s revenues since 2018 as a result.

As of December 31, 2020, the Group has a presence in 80 countries through 296 directly operated stores, and this year, the Group expects annual sales to approach those of 2019. In 1991, Zegna was the first luxury menswear brand to open in China, and Greater China accounted for 35% of the Company’s apparel, accessories and textile revenues in 2019.


SUBSEQUENT EVENT – REDEMPTION OFFSET – 12/6/21 – LINK

  • On December 3, 2021, IIAC, Zegna, and certain subscribers entered into Redemption Offset Agreements (the “Redemption Offset Agreements”), pursuant to which the Subscribers agreed to subscribe for ordinary shares of Zegna at the Closing to offset redemptions of IIAC’s Class A ordinary shares by IIAC public shareholders up to a certain level if the redemptions exceed the Redemption Threshold Amount.
  • The Redemption Offset Agreements provide, among other things:
    • (i) in the event the amount required to be released from IIAC’s Trust Account as a result of redemptions by the public shareholders of IIAC exceeds the Redemption Threshold Amount, then the Subscribers shall subscribe for and purchase, and Zegna shall issue to the Subscribers (each pro-rata to their maximum committed amount) an aggregate number of Company Ordinary Shares (as defined in the Business Combination Agreement) equal to the lesser of
      • (x) the number of Redeemed IIAC Shares (as defined in the Redemption Offset Agreement) and
      • (y) 12,500,000
    • (ii) any Company Ordinary Shares to be issued by Zegna to the Subscribers will be issued at Closing at the price of $10.00 per share
    • (iii) for purposes of determining the Aggregate PIPE Proceeds under the Business Combination Agreement, any subscription agreements entered into pursuant to the Redemption Offset Agreements by the Subscribers shall constitute a part of the PIPE Financing.
  • This Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of
    • (a) such date and time as the Business Combination Agreement is terminated in accordance with the terms therein
    • (b) upon the mutual written agreement of each of the Parties to terminate this Agreement
    • (c) April 18, 2022 if the Closing has not occurred by such date, other than as a result of a breach of Subscriber’s obligations hereunder
    • (d) the Actual Redemption Amount not exceeding the Redemption Threshold Amount 

TRANSACTION

  • On July 18, 2021, IIAC entered into a definitive agreement to combine with Zegna with a combination of stock and cash financing.
  • The transaction is expected to deliver approximately $880 million of gross proceeds2, consisting of IIAC’s $403 million cash held in trust, a fully committed $250 million PIPE – which, in light of strong investor demand, was upsized by $50m vs the original target amount – and approximately $225 million3 in a forward purchase agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of Investindustrial VII L.P. (“SSH”).
  • Under the forward purchase agreement, SSH will invest approximately $225 million3 which, together with relevant Sponsor promote shares4, will provide them with circa 11% of the Company.
  • SSH’s investment will be subject to a lock-up of up to 3 years, demonstrating their strong commitment to the Company and alignment with the Zegna family.

IIAC TRANS OVERVIEW


PIPE

  • $250 million PIPE at $10.00 per share

FORWARD PURCHASE

  • Approximately $225 million in a forward purchase agreement with Strategic Holding Group S.à.r.l., an independently managed investment subsidiary of Investindustrial VII L.P. (SSH).

LOCK-UP

  • The Zegna shareholders will agree not to sell, transfer or otherwise dispose of any Zegna Ordinary Shares owned by them (excluding any shares acquired in the PIPE Financing) until the earlier of
    • (a) the date that is 18 months from the Closing Date and
    • (b) the last trading day on which the per share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $12.50 per share for at least 20 trading days within any consecutive 30-trading day period commencing at least 180 days after the Closing Date; and
  • The Sponsor and the Other Class B Shareholders will agree not to sell, transfer or otherwise dispose of any Zegna Ordinary Shares or warrants owned by them (excluding any shares acquired in the PIPE Financing) for a period of 180 days following the Closing Date, in each case, other than pursuant to certain customary exceptions.

SPONSOR ESCROWED SHARES

  • Fifty percent (50%) of the Zegna Ordinary Shares which will be issued to the Sponsor and the Other Class B Shareholders in exchange for their IIAC Class B ordinary shares in connection with the Merger (the “Founder Escrowed Shares”) shall be held in escrow and will be released to the Sponsor and the Other Class B Shareholders, pro rata, upon satisfaction of the following price triggers:
    • (i) 70% of the Founder Escrowed Shares will be released from escrow if the per share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period commencing after the Closing; and
    • (ii) 100% of the remaining Founder Escrowed Shares will be released from escrow if the per-share volume weighted average share price of the Zegna Ordinary Shares equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period commencing after the Closing.
  • Any Founder Escrowed Shares which are not eligible for release after the lapse of the 7-year anniversary of the Closing Date will be acquired for no consideration by Zegna and neither the Sponsor nor the Other Class B Shareholders will have any rights with respect to such Founder Escrowed Shares.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash proceeds from IIAC’s trust account (after deducting any amounts paid to IIAC shareholders that exercise their redemption rights in connection with the Business Combination), together with the proceeds from the Forward Purchase and PIPE Financing, equaling no less than the sum of (i) €184,500,000 plus (ii) $400,000,000.

NOTABLE CONDITIONS TO TERMINATION

  • By either IIAC or Zegna if the Business Combination is not consummated on or prior to April 18, 2022

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.

MANAGEMENT & BOARD


Executive Officers

Roberto Ardagna, 40
Chief Executive Officer and Director

Mr. Ardagna joined Investindustrial in 2010 and currently leads the team focused on companies with high growth potential. In this role, since 2018 he has led the acquisition of 16 companies, including add-ons and comprising, among others, the leading European producer of PVC-based thermoplastic solutions, Benvic, the British interior designer, OKA and the Italian food supplement manufacturer, Procemsa. Prior to joining Investindustrial, he worked for 4 years as an investment executive in the European Real Estate division of The Carlyle Group. He graduated from Bocconi University and holds an MBA from Harvard Business School. He speaks English and Italian.


Andrea Cicero, 49
Chief Financial Officer

Mr. Cicero has gathered more than 15 years of experience as Finance Director in global leading corporations. Mr. Cicero has been with Investindustrial for 14 years, including his tenure as Chief Financial Officer of two Investindustrial portfolio companies. During his time at Investindustrial, Mr. Cicero was appointed as Chief Financial Officer for Avincis, one of the world’s largest provider of mission critical aerial services and Chief Financial Officer for Sage Logic Control, a Spanish leading provider of software and technology solutions for small and medium-sized enterprises, or SMEs. Sage Logic Control is part of The Sage Group PLC a global market leader for technology listed on the London Stock Exchange. Mr. Cicero worked as Chief Financial Officer and subsequently Managing Director at Babcock Mission Critical Service, part of Babcock International PLC, a leading provider of critical engineering services supporting national defense to save lives and protect communities, listed on the London Stock Exchange. He started his career at Japan Eurotex. Mr. Cicero holds a B.A. in Economics from the University of Pavia, Italy. He speaks English, Italian, Spanish and French.


 

Board of Directors

Sergio Ermotti, 60
Chairman

Mr. Ermotti has been the Chief Executive Officer of UBS Group since 2011. Prior to joining UBS, Mr. Ermotti was Deputy Chief Executive of UniCredit from 2007 to 2010, and Head of Markets & Investment Banking from 2005 to 2007. Prior to joining UniCredit, Mr. Ermotti held various positions at Merrill Lynch between 1987 and 2003, including Co-head of Global Equity Markets, Head of Equity Markets EMEA, Head of Global Equity Linked Products, Head of Global Equity Derivatives and Head of the European equity derivatives unit. Mr. Ermotti is a Swiss-certified banking expert and a graduate of the Advanced Management Program at Oxford University.


Michael Karangelen, 52
Director

Mr. Karangelen joined Investindustrial in 2016 and currently leads the U.S. team. Prior to joining Investindustrial, Mr. Karangelen was with TowerBrook Capital Partners from 2006 to 2016, where he most recently served as a Managing Director, Brera Capital Partners from 1999 to 2006, Eschelon Telecom, Inc. from 1997 to 1999 as Director of Business Development and Stolberg Partners from 1994 to 1997 as Vice President. Prior to that, Mr. Karangelen held various positions at S.G. Warburg and Goldman Sachs in London and New York. Mr. Karangelen is a Trustee Emeritus of the Student Agencies Foundation, a non-profit dedicated to the promotion of entrepreneurship and business learning at Cornell University. Prior to becoming Trustee Emeritus in 2020, Mr. Karangelen was a Trustee from 1988 to 2019 and Chairman & President from 2012 to 2019. Mr. Karangelen has also been a member of the advisory board of Entrepreneurship at Cornell since 2000, a member of the Cornell University Council from 2010 to 2020, a board member and chairman of Student Agencies, Inc and Student Agencies Properties, Inc from 1988 to 2020, a founder and member of the board of managers of eLab LLC, a member of the board of trustees of The Bedford Playhouse from 2017 to 2019, a trustee of Girls Prep, a charter school, from 2011 to 2015 and a member of the advisory council of Cornell University’s college of arts and sciences from 2005 to 2011. Mr. Karangelen holds a bachelor of arts in Economics from Cornell University.


Dante Roscini, 62
Director 

Mr. Roscini is Professor of Management Practice at Harvard Business School, where he teaches the course Managing International Trade and Investment. Prior to joining the Harvard Business School faculty in 2008, Mr. Roscini gathered more than 20 years of experience in finance. Mr. Roscini was with Morgan Stanley International from 2005 to 2008 where he was Chairman of European Capital Markets and Italy Country Head, with Merrill Lynch from 1998 to 2005 where he was Global Head of Equity Capital Markets and Head of the European Financing Group and with Goldman Sachs from 1988 to 1998 where was Head of European Equity Capital Markets. Prior to that, Mr. Roscini held positions as a strategy consultant at The Boston Consulting Group, as a senior project manager at Westinghouse Electric Company and as a nuclear engineer at Ansaldo Nucleare. Mr. Roscini is also the lead independent director of Telecom Italia since 2018, the Chairman of the board of directors of Credimi since 2016, a member of the board of directors of Antares Vision since 2019, a member of the international advisory board of Akbank since 2016, the Chairman of the advisory board of IDEA CCR since 2016, a member of the advisory board of Sinergia III since 2020. Mr. Roscini was also a member of the board and Chairman of the Compensation Committee of Kairos Partners SGR and Kairos Julius Baer SIM from 2008 to 2019, a member of the board of directors and Chairman of the compensation committee of Promethean Ltd. from 2009 to 2015 and member of the board of directors of Morgan Stanley International from 2005 to 2008. Mr. Roscini holds an MBA from Harvard Business School (1988) and a Bachelor of Science in Nuclear Engineering from the University of Rome (1981).


Tensie Whelan, 60
Director 

Ms. Whelan is Clinical Professor for Business and Society at NYU Stern School of Business and Director of the NYU Stern Center for Sustainable Business. Prior to joining NYU in 2015, Ms. Whelan gathered more than 25 years of experience in the management of complex organizations, including during her tenure from 2000 to 2015 as the president of Rainforest Alliance, an international NGO which works to protect forests on more than 180 million acres of land in over 60 countries, working with 5K businesses. Prior to joining the Rainforest Alliance in 2000, Ms. Whelan held various senior management positions at Whelan Associates, a strategic planning consultancy which, among other projects, assisted in the planning and construction of Brooklyn Bridge Park, where she served as president from 1997 to 2000, the NY League of Conservation Voters, the organization that led the successful campaign to pass the 1996 Clean Water/Clean Air Bond Act, where she served as executive director from 1992 to 1997, and the National Audubon Society, where she served as vice-president from 1989 to 1992. Ms. Whelan was also a member of the board of directors of GlobeScan and was a member of the board of directors of Aston Martin Lagonda Ltd, from 2018 to 2020, a member of the sourcing advisory board of Unilever, from 2005 to 2015, and a member of the advisory boards of Nespresso, from 2012 to 2015, Sustainable Brands from 2012 to 2015, and Social Accountability International, from 2011 to 2015. She is currently on the advisory boards of Arabesque, Inherent Group, Giant Ventures, and is an Advisor to the Future Economy Project at Harvard Business Review. Ms. Whelan holds an executive education OPM certificate from Harvard Business School (2015), a Master of Arts in international communication from American University (1983) and a Bachelor of Arts in Political Science from NYU (1980).