Advising on the First Ever ‘Voluntary White Wash’ in Italy

Simmons has advised Tod's Group on the acquisition of Roger Vivier and the entire share capital of the French company, which owns the flagship store in Paris.

Tod’s Group is an international fashion group with a well-recognized portfolio of brands including Tod's, Hogan and Fay, and is listed on the Italian Stock Exchange.

Given that tycoon Diego Dalla Valle controls both Tod’s Group and is also the seller in this deal, it was strategically structured as a “related parties transaction”. It is reported to be worth over EUR 530 million.

In addition to the purchase of the brand, the deal entailed the seller reinvesting approximately half the proceeds from the sale in the listed company Tod's S.p.A. for the purpose of a capital increase of EUR 207 million.

This is the first ever ‘voluntary white wash’ procedure carried out in Italy, with the involvement of the issuer's minority shareholders and their right to veto the transaction.

Simmons & Simmons advised the company for the purchase of the brand and in the drafting and negotiations of the reinvestment agreements. The international team was led by managing associate Augusto Santoro in Italy with support from managing associate Taous Mabed in France. 

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5. The seller (Gousson Consultadoria and Marketing Srl, an Italian company that had previously purchased and developed the historic footwear brand) were advised by Mediobanca as financial advisor. UniCredit assisted the Tod's Group with the financial aspects of the deal, while Citigroup provided a fairness opinion to the Tod’s Independent Directors Committee.