Latham & Watkins represents Farfetch Limited and its subsidiary Farfetch Italia S.rl. in the transaction.
Farfetch Limited, the leading global technology platform for the luxury fashion industry listed on the NYSE, entered into binding agreements with the current shareholders of New Guards Group S.p.A., a platform for luxury brands’ design, productions, and distribution, to acquire, through its subsidiary Farfetch Italia S.r.l., the entire share capital of New Guards Group S.p.A., whose total enterprise value has been valued at US$675,000,000.
The consideration payable by Farfetch Italia S.r.l. will be split equally between cash and shares of Farfetch Limited.
The acquisition of New Guards Group S.p.A. by the Farfetch group supports Farfetch’s strategy as the global technology platform for luxury fashion, empowering individuality and connecting creators, curators, and customers.
The Company plans to fund the cash portion of the purchase price consideration with cash on hand. In connection with the Acquisition, and to ensure adequate financial flexibility and liquidity going forward, Farfetch has entered into a commitment letter with J.P. Morgan Securities plc for a €300 million senior secured loan facility for up to 12 months.
Latham & Watkins cross-border team was led from Milan by corporate partner Stefano Sciolla (Picture), with associates Giovanni Spedicato, Silvia Milanese, and Chiara Venditti. Advice was also provided on finance matters by Milan partner Marcello Bragliani with associate Erika Brini Raimondi; on regulatory matters by Milan counsel Cesare Milani with associate Virginia List; on English law matters by London partner Edward Barnett with associates Samantha Peacock, Drishi Beeharry, Hendrik Smit, and Haya Aftab; and on US law matters by London partner Joshua Kiernan, New York partners Ian Schuman and Adam Gelardi, and London associate Jennifer Gascoyne.
Involved fees earner: Nicola Asti – Freshfields Bruckhaus Deringer LLP; Gaia Massari – Freshfields Bruckhaus Deringer LLP; Luca Sponziello – Freshfields Bruckhaus Deringer LLP; Andrea Giardino – Gatti Pavesi Bianchi; Pietro Scianna – Gatti Pavesi Bianchi; Filippo Sola – Gatti Pavesi Bianchi; Giuseppe Toia – Gatti Pavesi Bianchi; Haya Aftab – Latham & Watkins; Edward Barnett – Latham & Watkins; Drishi Beeharry – Latham & Watkins; Marcello Bragliani – Latham & Watkins; Erika Brini Raimondi – Latham & Watkins; Jennifer Gascoyne – Latham & Watkins; Adam Gelardi – Latham & Watkins; Joshua Kiernan – Latham & Watkins; Virginia List – Latham & Watkins; Silvia Milanese – Latham & Watkins; Cesare Milani – Latham & Watkins; Samantha Peacock – Latham & Watkins; Stefano Sciolla – Latham & Watkins; Ian Schuman – Latham & Watkins; Hendrik Smit – Latham & Watkins; Giovanni Spedicato – Latham & Watkins; Chiara Venditti – Latham & Watkins; Gabriele Capecchi – Legance; Giorgio Colombo – Legance; Marianna Consiglio – Legance; Francesca Iannò – Legance; Gianmarco Ronzo – Legance; Andrea Tortora della Corte – Legance; Andrea Spadacini – Skadden Arps Slate Meager & Flom; Yuri Nadelreich – TribLeg;