DEFA14A 1 d822068ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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   Definitive Proxy Statement

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   Definitive Additional Materials

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   Soliciting Material Pursuant to §240.14a-12.

TIFFANY & CO.

(Exact name of registrant as specified in its charter)

 

Delaware   1-9494   13-3228013

(State or other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

200 Fifth Avenue

New York, NY

   10010

(Address of Principal Executive Offices)

   (Zip Code)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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The following letter was sent by Alessandro Bogliolo, Chief Executive Officer of Registrant, to employees of Registrant on November 25, 2019.

TIFFANY & CO.

200 FIFTH AVENUE

NEW YORK, NEW YORK 10010

212-755-8000

ALESSANDRO BOGLIOLO

CHIEF EXECUTIVE OFFICER

Dear Tiffany Teams,

On behalf of the Tiffany Board of Directors, I would like to inform you that late yesterday LVMH and Tiffany & Co. signed an agreement under which LVMH will acquire Tiffany for $135 per share. This combination will take full effect upon closing this deal, which we expect to be in the middle of 2020. To learn more, I invite all of you to join me on a company-wide conference call that I will be hosting in New York on Monday at 9:30 a.m. EST. Please see the attached meeting invitation.

As I reflect upon this moment, I wanted to share the following thoughts:

At $16.2 billion, this is the largest transaction in the luxury industry ever.

This is a tangible sign of the great value of our company. As the leading American luxury brand and with its unique legacy, Tiffany is synonymous with Diamonds, with Love, with New York, with Refinement, with Sustainability. We are as proud as ever of the great significance of our brand.

LVMH is the world’s largest luxury group.

The progress we’ve made together toward becoming The Next Generation Luxury Jeweler has been noticed and appreciated in the industry. LVMH, with its scale and broad expertise, will greatly support and further accelerate our progress.

LVMH has enormous respect for the Tiffany brand and recognizes the talents of our people and the importance of maintaining our unique identity and heritage. All of this will allow for our teams to thrive, while at the same time, to benefit from being a part of the world’s most successful and powerful portfolio of brands.

As the details of this new relationship evolve, we will be sure to share information in a timely manner. This is an exciting journey for a brand with a 182-year legacy and one that has always been forward-looking and optimistic. Our future success will depend on our teams and will be guided by our cultural values.

Today and for the future, we will Be Bold, Do the Right Thing, Be Brilliant Together in order to Create the Dream for our customers.

For this imminent Holiday season — the most important time of the year — and in the years to come, I count on each of you to focus on our duties with optimism and enthusiasm. Together, we will Win with Passion!

Please click here for an FAQ document that addresses some of the questions you may have.

Alessandro Bogliolo

November 25, 2019

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Tiffany & Co. (the “Company”) by LVMH Moët Hennessy – Louis Vuitton SE (“Parent”) pursuant to the Agreement and Plan of Merger, dated as of November 24, 2019, by and among the Company, Parent, Breakfast Holdings Acquisition Corp. (“Holding”) and Breakfast Acquisition Corp. (“Merger Sub”). In connection with the proposed acquisition, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANY’S PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and security holders will be able to obtain copies of the proxy statement and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov. The proxy statement is not currently available.

Participants in Solicitation

The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed acquisition. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 17, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed acquisition when they become available.

Forward-Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.

Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which we have no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition, including stockholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed acquisition; (iii) the effect of the announcement or pendency of the proposed acquisition on the Company’s business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the proposed acquisition; (v) risks related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that may be instituted against the Company or its directors or officers related to the proposed acquisition or the merger agreement between the parties to the proposed acquisition; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (viii) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K for the fiscal year ended January 31, 2019 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.

Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.