Lanvin Group, a Global Luxury Fashion Group, to Become Publicly Traded on the NYSE via Business Combination with Primavera Capital Acquisition Corporation

• Lanvin Group is a global luxury fashion group that owns the oldest operating French couture house Lanvin, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, iconic American womenswear brand St. John Knits, and high-end Italian menswear maker Caruso

• Strong foundation in Europe combined with a unique position to capture significant growth opportunities in the world’s largest luxury markets - North America and Asia, where the Group has built an extensive luxury fashion ecosystem

• Operating in over 80 countries with 1,200 points of sales, 3,600 employees, and more than 300 retail stores, the Group expects to open over 200 new stores by 2025

• Transaction values Lanvin Group at a pro forma enterprise value of US$1.5 billion, with a combined pro forma equity value of up to US$1.9 billion

• Total proceeds are expected to be up to US$544 million, including up to US$414 million of cash in the trust account, and fully committed PIPE subscription and forward purchase agreements of US$130 million in the aggregate from investors including Fosun International Limited, ITOCHU Corporation, Stella International Limited, Baozun Hong Kong Investment Limited, Golden A&A, Aspex Master Fund and Sky Venture Partners L.P.

• Proceeds will be used to accelerate the organic growth of Lanvin Group’s brand portfolio, and to fund future acquisitions that enrich its luxury fashion portfolio

Lanvin Group (the “Group”), a global luxury fashion group and Primavera Capital Acquisition Corporation (NYSE, PV) (“PCAC”), announced today they have entered into a definitive business combination agreement that is expected to list Lanvin Group on the New York Stock Exchange under the ticker symbol “LANV”. PCAC is a special purpose acquisition company listed on The New York Stock Exchange and is also an affiliate of Primavera Capital Group (“Primavera”), a leading global investment firm with over US$17 billion of assets under management.

The transaction values Lanvin Group at a pro forma enterprise value of US$1.5 billion, with a combined pro forma equity value of up to US$1.9 billion.Through the business combination, Lanvin Group, which was established by Fosun International Limited (0656.HK) (“Fosun International”) in 2017, is expected to benefit from Primavera’s extensive networks and insights in the consumer sector, together with a robust balance sheet, to create long-term sustainable value across its portfolio and to catalyze growth with further acquisitions.

Ms. Joann Cheng, Chairman and CEO of Lanvin Group, said, “Today’s announcement marks another milestone in Lanvin Group’s growth journey. We are excited to partner with Primavera for our next chapter of growth across Europe, North America and Asia. In recent years, we have not only invested in prestigious heritage brands but have also created a strategic alliance of industry-leading companies as partners and co-investors in Lanvin Group. Each of these partners is uniquely qualified to help drive growth, enhance the performance of our brands and unlock the full potential of new markets. We plan to accelerate the growth of our portfolio via both organic development and disciplined acquisitions, building a global portfolio of iconic luxury fashion brands that appeal to a broad customer base. Lanvin Group will not only enable these brands to flourish in their home countries, but also in Asia and North America, the largest luxury markets in the world.”

Mr. Max Chen, Chairman, CEO & CFO of PCAC, and Partner of Primavera, said, “We have been looking to support an emerging leader in the consumer sector with enduring global appeal and significant growth prospects in Asia. In Lanvin Group, we see a unique global business with a rich heritage, an entrepreneurial management team, and a differentiated strategy to build a luxury powerhouse for a new generation of consumers, especially benefiting from surging luxury consumption in Asia. Lanvin Group and Primavera share the same vision of nurturing and reinvigorating world-class luxury brands. We look forward to working together to further develop Lanvin Group’s global platform and drive growth across its brand portfolio.”

Diverse portfolio of iconic heritage brands and deep product know-how

Established by global innovation-driven consumer group Fosun International in 2017, Lanvin Group’s portfolio of heritage brands includes the oldest operating French couture house Lanvin founded in 1889, Italian luxury shoemaker Sergio Rossi, Austrian skinwear specialist Wolford, iconic American womenswear brand St. John Knits, and high-end Italian menswear maker Caruso. With over 390 years of combined history, these five brands constantly refresh their look and feel to remain relevant to the new generation of luxury consumers. They have far-reaching global presence, operating in more than 80 countries with approximately 1,200 points of sales, 3,600 employees and over 300 retail stores across the world.

Lanvin Group’s brand portfolio covers a wide variety of fashion categories and leverages a combination of e-commerce, offline retail and wholesale channels, providing both significant growth opportunities as well as stability and resilience throughout the fashion cycle. Behind the brands’ products are the highest quality in craftsmanship and commitment to sustainability. Lanvin Group has six vertically integrated production facilities in Europe and North America, covering the manufacturing of luxury shoes, skinwear, knitwear, menswear and fashion jewelry, empowering its brands with unparalleled product know-how and R&D capabilities in their own respective categories.

Lanvin Group’s ESG policy follows that of Fosun International, whose most recent MSCI ESG rating is “AA”. As a global luxury company, Lanvin Group and its brands take initiatives to create business value and prioritize sustainability.

Global growth ambition with significant runway in Asia and North America

Lanvin Group’s portfolio of brands are recognized names in their existing markets where they have experienced robust growth over the past year. With the Group’s backing and investment in digitalization, marketing and an expansion of their product categories and store footprint, the brands are uniquely positioned to exploit near-term growth opportunities, while setting the foundation for sustainable long-term success globally.

Lanvin Group has a strong foundation in Europe, with nearly half of the Group’s revenue currently derived from EMEA. In addition to significant future growth opportunities in Europe, the Group is placing a strategic emphasis on realizing the brands’ untapped potential in both Asia and North America, where its brands are at an inflection point to achieve rapid and significant future growth. Greater China accounted for 14percent of the Group’s global revenue in 2021 with North America contributing 33 percent (15 percent excluding St. John Knits).

The global luxury goods market is expected to reach c.US$430 billion (EURO 380 billion) by 2025 with Chinese luxury consumption set to account for nearly half of the global market.⁽¹⁾ Lanvin Group is well-positioned to capture the enormous growth potential driven by flourishing demand for luxury goods globally. In the fast-growing Asian market, the Group and its strategic partners have unparalleled access and track record in backing international consumer brands and powering their growth. In North America, the brands are also beginning to unlock the huge growth potential of the market by opening new retail stores, expanding e-commerce channels, as well as launching dedicated marketing and brand collaborations.

Clear growth strategy with proven track record

Over the years, Lanvin Group has proven itself to be a leading platform for transformation of heritage brands through product innovation, strengthened merchandising, digitalization, omnichannel activation, new market entry, localized brand marketing, as well as leveraging its distinctive advantages and exceptional resources in APAC.

Its portfolio brands are fully equipped to optimize their product mix and expand into new categories, such as accessories and leather goods, which all represent significant growth opportunities. The portfolio brands will continue to tap into new trends including athleisure and cosmetics, and will evolve with the emerging, younger client base with high spending power.

As a testament to the success of Lanvin Group’s strategy, the Lanvin brand, acquired by the Group in 2018, reaffirmed its strong growth trajectory in 2021, with global revenue growing 103 percent year-over-year. Of this growth, revenue in Greater China and North America increased by 122 percent and 298 percent respectively. Global e-commerce revenue increased by 407 percent compared to 2020 and by 14 times compared to 2019.⁽²⁾

In addition to organic growth initiatives, Lanvin Group plans to use the transaction proceeds for potential future acquisitions that complement its luxury fashion ecosystem. The Group will continue to invest in high-quality assets with diverse markets and product categories that can benefit from its operational value-add, global expansion strategies, as well as refreshed value propositions targeting high-growth segments. While the Group’s investment focus remains on high-end brands with rich brand heritage and fine craftsmanship, in 2022 it also plans to launch an incubator project dedicated to minority investments in fast-growing companies with strengths in creativity, digitalization, as well as sustainable and intelligent supply chains.

Unique investor ecosystem to drive synergies and sustainable growth

Lanvin Group has also leveraged its unique platform to assemble a one-of-a-kind strategic alliance of investors in the Group. The alliance comprises of multibillion-dollar enterprise partners along the luxury fashion value chain, operating across key sectors including product development, manufacturing, marketing and e-commerce. Joining together with a shared vision to empower Lanvin Group’s portfolio brands and drive sustainable growth, the alliance of industry leaders includes
 

• Fosun International, Lanvin Group’s founding shareholder with global businesses covering healthcare, consumer products, finance and industrial operations, including Fosun Tourism Group (1992.HK), Fosun Pharma (2196.HK and 600196.SHA) and Yuyuan Tourist Mart (600655.SH),

• ITOCHU Corporation (8001.T), a preeminent Japanese trading conglomerate,

• K11, the global high-end lifestyle brand and operator of luxury shopping malls under New World Development Company Limited (0017.HK),

• Stella International (1836.HK), a leading developer and manufacturer of luxury footwear and leather goods,

• Baozun (NASActivation Group (9919.HK), a leading interactive data performance marketing group for fashion and luxury brands in Greater China, and

• Neo-Concept Group, a one-stop apparel manufacturer with over thirty years of experience focusing on innovative and sustainable textiles and fashion.

These strategic partners are shareholders of Lanvin Group through prior capital rounds and/or through participation in the PIPE. The strategic alliance will continue to play an integral role in Lanvin Group’s global expansion.

Innovative management structure which empowers brands at global and local level

Lanvin Group’s management is structured so that its brands are able to make bold moves and quick, informed decisions to capitalize on opportunities in their respective markets. The Group has a nimble corporate structure, built around a dual-engine strategy which recognizes the different drivers and growth levers in the established North American and European markets and the fast-growing Asian markets. Management has been structured, decentralized and empowered with the flexibility to make swift decisions and build its brands according to the needs and tastes of local markets. This unique structure also ensures that the Group will continue attracting the most accomplished and creative talent worldwide.

Lanvin Group has also attracted a world-class advisory team of proven business leaders, bringing further global expertise to the execution of the Group’s growth strategy. The advisory team includes Mitch Garber, Chairman of Invest in Canada, Board Member of Apollo Strategic Growth Capital, Rackspace and Shutterfly, Jennifer Fleiss, co-founder of Rent the Runway, Partner of Volition Capital and Board Member of Apollo Strategic Growth Capital, Shutterfly, and Party City, and Ceci Kurzman, founder of Nexus Management Group and Board Member of Warner Music and Revlon.

Disruptive digital and creative initiatives to optimize customer experience

Lanvin Group is harnessing the power of technology to reinforce its global digital strategies and channels in order to get closer to its customers. Localized digital strategies are used to address diverse e-commerce and social platforms in each market. In the US, a shared Digital Platform has been developed to optimize online customer experience and operational efficiencies.
 

The Group has formed a complementary creative interface, including a Creative Platform in Milan, bringing together its emerging creative talents and resources from around the globe to enable the brands to adapt swiftly to changing consumer preferences and enhance their creative visions.
 

By investing and developing in its digital and creative capabilities, Lanvin Group will continue to reach a wider, younger, and more diverse audience, demonstrating the group’s breadth and quality of products as well as its identity, history and values.

(1) Source: Bain-Altagamma Luxury Goods Worldwide Market Study (Fall 2021-20th).

(2) Historical figures presented here were all management accounts and were not audited under PCAOB standards.