Mytheresa Acquires YNAP from Richemont

by · WWD
Michael Kliger, CEO of MytheresaCourtesy

LONDON – Mytheresa will acquire 100 percent of Yoox Net-a-porter group from Richemont with the ambition of creating a 4 billion euros online juggernaut in the luxury fashion space.

Richemont will sell YNAP to Mytheresa with a cash position of 555 million euros and no financial debt, in exchange for shares.

Those shares will be issued by Mytheresa and represent 33 percent of its fully diluted share capital.

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Richemont will also have the right to nominate a member and an observer to the Mytheresa board following the close of the deal, which is expected to take place in the first half of 2025.

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Following the transaction’s close, Richemont will also be subject to a one-year lock-up period, meaning it cannot sell its Mytheresa shares. There will also be a further, one-year period in which only limited sale transactions can take place. 

As part of the deal, Richemont will also make available a six-year revolving credit facility of 100 million euros to finance YNAP’s general corporate needs, including working capital.

Richemont said it expects the write-down of YNAP’s net assets to amount to approximately 1.3 billion euros, which also accounts for the cash to be left in YNAP upon completion of the deal.

Michael Kliger, CEO of Mytheresa, said: “With this transaction, Mytheresa aims to create a pre-eminent, multi-brand, digital, luxury group worldwide.”

He added that Mytheresa and the YNAP brands Net-a-porter and Mr Porter, will offer “differentiated but complementary” multi-brand luxury edits based on curation, inspiration and quality customer service.

“We believe that this transaction will create significant value for our shareholders, brand partners and most importantly for our high-end customers,” he added.

An image from the pre-fall 2024 Mytheresa campaign.

In a call following the announcement, Kliger and Mytheresa’s CFO Martin Beer said the aim is to leverage Mytheresa’s proprietary tech know-how and operational expertise to grow the Net-a-porter and Mr Porter businesses, which have been struggling amid a worldwide slowdown in luxury demand.

Kliger also described the agreement with Richemont as a “pure financial deal,” and clarified that there would be “no operational relationship” between the two companies. He added that both YNAP and Mytheresa would continue to operate as competitors until the acquisition was finalized.

Mytheresa’s CEO said he saw great opportunity for tech synergies across the Mytheresa, Net-a-porter and Mr Porter storefronts, which will lead to a business with 4 billion euros in gross merchandise value and a “high single-digit” adjusted EBITDA margin by fiscal 2029.

Currently, the Mytheresa and YNAP businesses have a combined gross merchandise value of 3 billion euros.

Kliger said that, going forward, profitability will come from full-price fashion sales and the “separation” of YNAP’s off-price division, comprising Yoox and The Outnet. The separation will allow for a “simpler and more efficient operating model driving higher growth and profitability.”

Beer said YNAP’s off-price division is loss-making, while the Net-a-porter and Mr Porter businesses are notching “low single-digit” profits.

As part of the deal with Richemont, YNAP’s white label division, once a powerful force in the industry, will be discontinued.

Johann Rupert, founder and chairman of Compagnie Financière Richemont.Getty Images

Johann Rupert, chairman of Richemont, said: “We are pleased to have found such a good home for YNAP. As a trusted partner to many of the world’s leading global luxury brands, YNAP is renowned for its pioneering high-end customer services complemented by its distinctive and inspirational editorial voice.”

The deal comes nearly 10 months after Richemont pulled the plug on an agreement to sell YNAP to Farfetch. Richemont took that deal off the table after the troubled Farfetch was purchased by Coupang.

That deal was a far more complex one, with Richemont planning to offload YNAP in stages to Farfetch and Alabbar, and to leverage Farfetch’s tech and marketing expertise for its wholly-owned brands such as Cartier and Van Cleef & Arpels.

Analysts welcomed Monday’s announcement.

Citi’s Thomas Chauvet said the news should be taken “positively” despite Richemont’s write-down of 1.3 billion euros, including the 550 million euros in cash which is part of the YNAP package.

Chauvet wrote that he sees potential for the creation of a “leading and sustainably profitable” luxury, multi-brand online platform.

RBC Capital Markets said the disposal of YNAP should give Richemont the opportunity “to retain some exposure to online multi brand luxury retail” without operational control.

The bank estimated that Richemont’s disposal of YNAP has an enterprise value of negative 433 million euros, given its promise to sell the company with 555 million euros in cash, zero debt, and a revolving credit facility of 100 million euros for the six years following the deal’s close.

Richemont’s shares were broadly flat at 130.85 Swiss francs in mid-morning trading on Monday, Oct. 7 following the announcement.