Michael Kors Holdings Limited, a global fashion luxury group, announced that a definitive agreement has been signed to acquire all of the outstanding shares of Italian luxury fashion house Gianni Versace S.p.A. for a total enterprise value of Euro 1.83 billion or approximately US$2.12 billion. Versace, long recognized as one of the world’s leading luxury fashion companies, is synonymous with Italian glamour and style. Upon closure of the deal the compsny will be renamed Capri Holdings Limited. The name is inspired by the fabled island which has long been recognized as an iconic, glamorous and luxury destination. The island’s spectacular three rock formation, formed over 200 million years ago, is symbolic of the timeless heritage and strong foundation that is at the core of each of the three founder-led brands in our global fashion luxury group.

John D. Idol, Chairman and Chief Executive Officer of Michael Kors Holdings Limited, said, “The acquisition of Versace is an important milestone for our group. Versace was founded in 1978. For over 40 years, Versace has represented the epitome of Italian fashion luxury, a testament to the brand’s timeless heritage. We are excited to have Versace as part of our family of luxury brands, and we are committed to investing in its growth. With the full resources of our group, we believe that Versace will grow to over US$2.0 billion in revenues. We believe that the strength of the Michael Kors and Jimmy Choo brands, and the acquisition of Versace, position us to deliver multiple years of revenue and earnings growth.”

Idol continued, “Donatella’s iconic style is at the heart of the design aesthetic of Versace. She will continue to lead the company’s creative vision. I am thrilled to have the opportunity to work with Donatella on Versace’s next chapter of growth.”

“This is a very exciting moment for Versace,” said Donatella Versace. “It has been more than 20 years since I took over the company along with my brother Santo and daughter Allegra. I am proud that Versace remains very strong in both fashion and modern culture. Versace is not only synonymous with its iconic and unmistakable style, but with being inclusive and embracing of diversity, as well as empowering people to express themselves. Santo, Allegra and I recognize that this next step will allow Versace to reach its full potential. We are all very excited to join a group led by John Idol, whom I have always admired as a visionary as well as a strong and passionate leader. We believe that being part of this group is essential to Versace’s long-term success. My passion has never been stronger. This is the perfect time for our company, which puts creativity and innovation at the core of all of its actions, to grow.”

Donatella added, “Santo, Allegra and I will become shareholders in Capri Holdings Limited. This demonstrates our belief in the long-term success of Versace and commitment to this new global fashion luxury group.”

“Versace’s management team will continue to be led by Chief Executive Officer, Jonathan Akeroyd, who has been an instrumental partner to Donatella in driving growth and success for Versace worldwide,” added John D. Idol. “He and Donatella have assembled strong senior management and design teams that will continue to lead Versace into its next chapter. We are extremely fortunate to be able to acquire such an extraordinary brand with an incredibly talented team.”

Jonathan Akeroyd, Chief Executive Officer of Versace, said, “Since I joined Versace over two years ago, our focus has been on leveraging the company’s heritage and strong brand recognition worldwide, which has allowed us to experience significant growth in all regions. Donatella’s unmatched vision has led to the continued and growing success of our brand. I am thrilled to be joining Capri Holdings Limited, which will be instrumental in accelerating our growth globally.”

Strategic Initiatives and Transaction Rationale

As part of our strategic plan for the long-term growth of Versace, we intend to execute on the following key initiatives:

• Grow Versace to US$2.0 billion in revenues globally
• Build on Versace’s luxury runway momentum
• Enhance Versace’s powerful and iconic marketing
• Increase global retail footprint from approximately 200 to 300 stores
• Accelerate e-commerce and omni-channel development
• Expand men’s and women’s accessories and footwear from 35% to 60% of revenues

The transaction is not subject to a financing condition. The cash portion of the purchase price is expected to be funded by a combination of cash on hand, drawings under the company’s existing revolving credit facility, and committed underwritten bank term loans from our advisors JPMorgan Chase Bank, N.A. and Barclays. The Versace family will also receive Euro 150 million of the purchase price in shares of Capri Holdings Limited. The transaction is expected to close in the company’s fourth fiscal quarter, subject to specified closing conditions, including the receipt of required regulatory approvals.

The company believes that the acquisition of Versace enhances the company’s economic value and will drive improved long-term shareholder value by accelerating long-term revenue and EPS growth potential. On a non-GAAP basis the acquisition is expected to be dilutive to earnings per share in the high-single digits in fiscal 2020, accretive in the low-single digits in fiscal 2021, and accretive in the high-single digits in fiscal 2022.