NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA PROJECT AIMING AT SIMPLIFYING CHRISTIAN DIOR – LVMH GROUP STRUCTURES: REGROUPING THE ENTIRE DIOR BRAND WITHIN LVMH AND OFFER BY THE ARNAULT FAMILY GROUP ON PUBLICLY HELD CHRISTIAN DIOR SHARES April 25 TH , 2017 SUMMARY OF CONTEMPLATED TRANSACTIONS GREATER STRENGTHENING OF COMMITMENT OF LVMH’S FASHION & FAMILY LEATHER GOODS SHAREHOLDER DIVISION BY PUBLIC OFFER ON CHRISTIAN DIOR BY INTEGRATION OF ARNAULT FAMILY CHRISTIAN DIOR GROUP¹ COUTURE *** ACQUISITION OF CHRISTIAN DIOR COUTURE 2 BY LVMH SIMPLIFICATION OF STRUCTURES Notes: 1 Via Semyrhamis, a company of the Arnault Family Group 2 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture 2
SUMMARY OF CONTEMPLATED TRANSACTIONS Planned public offer by Arnault Family Group on all Christian Dior shares it does not already own 1 ♦ Semyrhamis, a company of Arnault Family Group, intends to file a simplified mixed public offer on Christian Dior shares: – €172 in cash and 0.192 Hermès International shares for every Christian Dior share. This primary offer is complemented by two secondary offers: cash-only and Hermès International shares-only – This represents a 14.7% premium over Christian Dior’s last share price, an 18.6% premium over its 1-month average 2 and a 25.9% premium over its 3-month average 2 Planned acquisition of Christian Dior Couture 3 by LVMH ♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA 4 Unanimous support of Boards of Directors ♦ Christian Dior’s Board of Directors is unanimously favorable to Arnault Family Group’s intent to file an offer ♦ Christian Dior’s and LVMH’s Boards of Directors are unanimously favorable to the planned acquisition of Christian Dior Couture Notes: 1 Amounting to 25.7% of share capital, after taking into account treasury shares Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18 th , 2017 2 3 Includes Grandville (100%-owned by Christian Dior and its subsidiary, Christian Dior Couture) 4 Adjusted EBITDA – last 12 months as of March 31 st , 2017, after accounting for Christian Dior’s expenses ascribed to Christian Dior Couture 3 EVOLUTION OF GROUP STRUCTURE SIMPLIFIED STRUCTURE FOLLOWING THE CURRENT SIMPLIFIED GROUP STRUCTURE CONTEMPLATED TRANSACTIONS Arnault Family Arnault Family Group Group May reach up to 100% of share capital² from 74.1%, depending 74.1% of share capital on results of offer 84.9% of voting rights 5.8% of 5.8% of share share Christian Dior capital capital 100% 6.3% of Christian Dior 6.3% of Christian Dior 41.0% of share capital voting voting Couture Branch 1 56.8% of voting rights rights rights 41.0% of share capital LVMH 56.8% of voting rights 100% Christian Dior LVMH Couture Branch 1 Notes: 1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture 2 Voting rights may reach up to 100% from 84.9%, depending on results of offer 4
KEY HIGHLIGHTS OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS TO SELL THEIR SHARES AT AN 18.6% PREMIUM � OVER THE 1-MONTH AVERAGE SHARE PRICE, VALUING THE COMPANY AT ITS NET ASSET VALUE � STRENGTHENING OF LVMH’S FASHION AND LEATHER DIVISION THROUGH ACQUISITION OF ONE OF THE MOST ICONIC BRANDS WORLDWIDE � HIGH GROWTH POTENTIAL FOR CHRISTIAN DIOR COUTURE � EPS-ACCRETIVE TRANSACTION FOR LVMH FROM THE FIRST YEAR � REGROUPING OF THE ENTIRE DIOR BRAND WITHIN THE LVMH GROUP � GREATER COMMITMENT OF ARNAULT FAMILY GROUP � SIMPLIFICATION OF STRUCTURES 5 PUBLIC OFFER BY ARNAULT FAMILY GROUP ON CHRISTIAN DIOR SHARES 6
KEY TERMS OF OFFER ♦ Offer initiated by Semyrhamis, a company of Arnault Family Group, targeting 25.7% of share capital – Primary mixed offer: €172 in cash, and 0.192 Hermès International shares per Christian Dior share – Secondary offer in cash: €260 in cash per Christian Dior share – Secondary offer in shares: 0.566 Hermès International shares per Christian Dior share PUBLIC – 14.7% premium 1 over Christian Dior’s last share price, an 18.6% premium over its 1-month average OFFER ON share price 2 and a 25.9% premium over its 3-month average share price 2 CHRISTIAN ♦ “Mix & match” option, giving shareholders the possibility to opt for either more cash or more Hermès DIOR International shares, within overall offer limit of €8.0bn in cash and 8.9 million Hermès SHARES International shares ♦ No intention to implement a squeeze-out procedure within 3 months after completion of offer ♦ Intention unanimously well received by Christian Dior’s Board of Directors ♦ Appointment of one independent expert to assess financial terms ♦ Conclusion of financing under satisfactory terms CONDITIONS ♦ Clearance ( décision de conformité ) by French Financial Markets Authority (AMF) INDICATIVE ♦ Filing of offer: late May 2017 TIMETABLE Notes: Based on Hermès International closing share price as of April 24 th , 2017 adjusted for planned detachment of balance of 2016 dividend 1 2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18 th , 2017 7 ESTIMATION OF CHRISTIAN DIOR’S NET ASSET VALUE Christian Dior Value of 41% Couture Net financial Christian Dior Christian Dior stake in Others 3 debt 2 enterprise NAV NAV / share LVMH value Based on LVMH’s 3-month €40.4bn €45.2bn €251 average¹ share price + + + = €6.5bn €(1.5)bn €(0.2)bn Based on LVMH’s 1-month €42.7bn €47.5bn €263 average¹ share price Notes: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18 th , 2017 2 Net financial debt at Christian Dior level 3 Other assets and liabilities at Christian Dior level 8
ILLUSTRATION OF OFFER TERMS In € per share Offer represents premium of: For each Christian Dior €260 1 €251-263 3 share: + 14.7% + 18.6% + 25.9% + 32.8% €227 €219 €172 €207 €172 in cash €196 and 0.192 Hermès International €88 1 shares 2 2 2 Offer Spot 1-month 3-month 6-month Christian share avg. avg. avg. Dior price NAV Notes: Based on Hermès International closing share price as of April 24 th , 2017, adjusted for planned detachment of balance of 2016 dividend 1 2 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18 th , 2017 3 Range according to market value reference used for LVMH (1-month and 3-month average share price) 9 AN OPPORTUNITY FOR CHRISTIAN DIOR SHAREHOLDERS ♦ Offer price represents: - a 14.7% premium over the April 24 th , 2017 closing share price PREMIUM - an 18.6% premium over the 1-month average share price¹ - a 25.9% premium over the 3-month average share price¹ ♦ Value offered in line with net asset value ♦ Christian Dior shares currently trading at all-time-highs LIQUIDITY ♦ Liquidity opportunity for Christian Dior shareholders Note: 1 Volume-weighted average share price, adjusted for dividend distribution for share prices up until April 18 th , 2017 10
STRENGTHENING OF LVMH’S FASHION & LEATHER GOODS DIVISION BY ACQUISITION OF CHRISTIAN DIOR COUTURE 11 KEY TERMS OF TRANSACTION ACQUISITION ♦ Enterprise value of €6.5bn, i.e. 15.6x EBITDA 2 OF CHRISTIAN ♦ Vendor loan 3 granted to LVMH for a maximum of 24 months, allowing timing flexibility for refinancing DIOR ♦ Boards of Christian Dior and LVMH unanimously favorable to planned acquisition, based on work of their COUTURE 1 respective financial advisers BY LVMH ♦ Information / consultation of Christian Dior employees’ representative bodies ♦ Confirmatory due diligence PRIOR STEPS ♦ Finalization of the legal documentation, to be submitted for approval to the Boards of Christian Dior and BEFORE LVMH as related-party transaction TRANSACTION ♦ Review of key financial terms of the transaction by two independent experts (one appointed for Christian Dior and another appointed for LVMH) ♦ Closing of the transaction expected during 2 nd half of 2017, subject to statement of compliance on public INDICATIVE TIMETABLE offer on Christian Dior shares Notes: 1 Includes Grandville (100%-owned by Christian Dior) and its subsidiary, Christian Dior Couture 2 Adjusted EBITDA – last 12 months as of March 31 st , 2017, after accounting for Christian Dior’s expenses ascribable to Christian Dior Couture 3 At an interest rate of 1% per year 12
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