Slaughter and May is advising Richemont - proposed all-share merger of Net-A-Porter and YOOX

Slaughter and May and Bonelli Erede Pappalardo (BEP), working as an integrated team, are advising Compagnie Financière Richemont S.A. (Richemont) on a proposed all-share merger of The Net-A-Porter Group Limited (Net-A-Porter) and YOOX S.p.A (the Merger) to create the YOOX Net-A-Porter Group (the Combined Group), a leading online luxury fashion retailer worldwide.

The Merger, which was announced on 31 March 2015, is expected to complete in September 2015 and will involve a new Italian holding company of Net-A-Porter merging into YOOX. On completion of the Merger, YOOX will remain listed upon the Milan stock exchange and Richemont will receive 50% of the Combined Group’s share capital on a fully diluted basis. In order to preserve the independence of the Combined Group, the voting rights of Richemont will be limited to 25%.

The Merger is subject to customary conditions and approval from the relevant competition authorities.

The Slaughter and May team is led by corporate and commercial partner Oliver Wareham who is supported by associates Tom MacAulay, Natalie Cook and Serena Kern-Libera. The team also includes employment partner Jonathan Fenn, supported by associate Lucy Duane, competition partner Bertrand Louveaux, supported by associates Will Turtle and Elena Prattent, tax partner Sara Luder, supported by associate Ed Milliner, and IP partner Susie Middlemiss, supported by associate Oliver Savage.

The BEP team is led by corporate partners Umberto Nicodano and Vittoria Giustiniani who are supported by associates Alessandro Vittoria and Augusto Praloran. The team also includes employment partner Antonella Negri and tax partner Andrea Silvestri supported by associate Stefano Brunello.