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SUMMARY OF CONTEMPLATED TRANSACTIONS GREATER STRENGTHENING OF - PDF document

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA PROJECT AIMING AT SIMPLIFYING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


  1. NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA PROJECT AIMING AT SIMPLIFYING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

  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

  3. 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

  4. 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

  5. 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

  6. 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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