Item 7.01 Regulation FD Disclosure.
On December 5, 2022, Lanvin Group and Primavera Capital Acquisition Corporation
("PCAC") issued a press release regarding, among other updates, a strategic
investment by Handsome Corporation in connection with the previously announced
proposed business combination (the "Business Combination") between Lanvin Group
and PCAC. The aforementioned press release is furnished hereto as Exhibit 99.1
and incorporated by reference herein.
Additionally, Lanvin Group and PCAC announced an $8.0 million upsizing of the
previously announced PIPE investment for ordinary shares to be issued by Lanvin
Group Holdings Limited, a Cayman Islands exempted company ("LGHL"), in
connection with the Business Combination, bringing the total PIPE investment
size to $153.0 million. The PIPE investments are pursuant to subscription
agreements by and among PCAC, LGHL and the relevant subscriber and the offer and
sale of such shares are being made in reliance on an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"). The closing of the PIPE investment is contingent upon, among other
things, the substantially concurrent consummation of the Business Combination
and related transactions.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
as otherwise expressly stated by specific reference in any such filing.
Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the federal securities laws, and also contains certain financial forecasts and
projections. All statements other than statements of historical fact contained
in this communication, including, but not limited to, statements as to future
results of operations and financial position, planned products and services,
business strategy and plans, objectives of management for future operations of
the Lanvin Group, market size and growth opportunities, competitive position,
technological and market trends and the potential benefits and expectations
related to the terms and timing of the proposed business combination with PCAC,
are forward-looking statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including "anticipate,"
"expect," "suggests," "plan," "believe," "intend," "estimates," "targets,"
"projects," "should," "could," "would," "may," "will," "forecast" or other
similar expressions. All forward-looking statements are based upon estimates and
forecasts and reflect the views, assumptions, expectations, and opinions of the
Lanvin Group and PCAC, which are all subject to change due to various factors.
Any such estimates, assumptions, expectations, forecasts, views or opinions,
whether or not identified in this communication, should be regarded as
indicative, preliminary and for illustrative purposes only and should not be
relied upon as being necessarily indicative of future results.
The forward-looking statements and financial forecasts and projections contained
in this communication are subject to a number of factors, risks and
uncertainties. Potential risks and uncertainties that could cause the actual
results to differ materially from those expressed or implied by forward-looking
statements include, but are not limited to, changes in domestic and foreign
business, market, financial, political and legal conditions; the timing and
structure of the business combination with PCAC; changes to the proposed
structure of the business combination with PCAC that may be required or
appropriate as a result of applicable laws or regulations; the inability of the
parties to successfully or timely consummate the business combination with PCAC
and the other transactions in connection therewith, including as a result of the
COVID-19 pandemic or the risk that any regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could adversely
affect the combined company or the expected benefits of the business combination
with PCAC or that the approval of the shareholders of PCAC or the Lanvin Group
is not obtained; the risk that the business combination with PCAC disrupts
current plans and operations of PCAC or the Lanvin Group as a result of the
announcement and consummation of the business combination with PCAC; the ability
of the Lanvin Group to grow and manage growth profitably and retain its key
employees including its chief executive officer and executive team; the
inability to obtain or maintain the listing of the post-acquisition company's
securities on The New York Stock Exchange following the business combination
with PCAC; failure to realize the anticipated benefits of the business
combination with PCAC; risk relating to the uncertainty of the projected
financial information with respect to the Lanvin Group; the amount of redemption
requests made by PCAC's shareholders and the amount of funds available in the
PCAC trust account; general economic conditions and other factors affecting the
Lanvin Group's business; Lanvin Group's ability to implement its business
strategy; Lanvin Group's ability to manage expenses; changes in applicable laws
and governmental regulation and the impact of such changes on Lanvin Group's
business, Lanvin Group's
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exposure to litigation claims and other loss contingencies; the risks associated
with negative press or reputational harm; disruptions and other impacts to
Lanvin Group's business, as a result of the COVID-19 pandemic and government
actions and restrictive measures implemented in response; Lanvin Group's ability
to protect patents, trademarks and other intellectual property rights; any
breaches of, or interruptions in, Lanvin Group's technology infrastructure;
changes in tax laws and liabilities; and changes in legal, regulatory, political
and economic risks and the impact of such changes on Lanvin Group's business.
The foregoing list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties described in the
"Risk Factors" section of LGHL's Registration Statement on Form F-4, PCAC's
Annual Report on Form 10-K and other documents filed by LGHL or PCAC from time
to time with the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. In addition,
there may be additional risks that neither PCAC nor Lanvin Group presently know,
or that PCAC or Lanvin Group currently believe are immaterial, that could also
cause actual results to differ from those contained in the forward-looking
statements. Forward-looking statements reflect PCAC's and Lanvin Group's
expectations, plans, projections or forecasts of future events and view. If any
of the risks materialize or PCAC's or Lanvin Group's assumptions prove
incorrect, actual results could differ materially from the results implied by
these forward-looking statements.
Forward-looking statements speak only as of the date they are made. PCAC and
Lanvin Group anticipate that subsequent events and developments may cause their
assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, LGHL, PCAC
and Lanvin Group specifically disclaim any obligation to do so, except as
required by law. The inclusion of any statement in this document does not
constitute an admission by Lanvin Group nor PCAC or any other person that the
events or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as representing PCAC's or
Lanvin Group's assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Lanvin Group and PCAC
contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Lanvin Group, PCAC or any other entity.
Important Additional Information
This communication relates to a proposed business combination between Lanvin
Group and PCAC. This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The proposed business combination with
PCAC will be submitted to shareholders of PCAC for their consideration.
LGHL has filed a Registration Statement with the U.S. Securities and Exchange
Commission (the "SEC") which includes a preliminary proxy statement in relation
to the vote by PCAC's shareholders in connection with the proposed business
combination and other matters as described in the Registration Statement, as
well as a preliminary prospectus with respect to LGHL's securities to be issued
in connection with the proposed business combination. PCAC and LGHL also will
file other documents regarding the proposed business combination with the SEC.
The Registration Statement has been declared effective by the SEC and PCAC has
mailed a definitive proxy statement/prospectus to its shareholders as of the
record date established for voting on the proposed business combination. This
communication is not a substitute for the Registration Statement, the definitive
proxy statement/prospectus or any other document that PCAC will send to its
shareholders in connection with the business combination. PCAC's shareholders
and other interested persons are advised to read the definitive proxy
statement/prospectus, in connection with PCAC's solicitation of proxies for its
special meeting of shareholders to be held to approve, among other things, the
proposed transactions, because these documents will contain important
information about PCAC, LGHL, Lanvin Group and the proposed business combination
with PCAC. Shareholders and investors may also obtain a copy of the definitive
proxy statement/prospectus, as well as other documents filed with the SEC
regarding the proposed transactions and other documents filed with the SEC by
PCAC, without charge, at the SEC's website located at www.sec.gov or by
directing a request to PCAC.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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Participants in the Solicitation
PCAC, LGHL and Lanvin Group and certain of their respective directors, executive
officers and other members of management and employees may, under SEC rules, be
deemed to be participants in the solicitations of proxies from PCAC's
shareholders in connection with the proposed transactions. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of PCAC's shareholders in connection with the proposed transactions are set
forth in PCAC's proxy statement/prospectus, which is filed with the SEC.
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests is included in the proxy
statement/prospectus. Shareholders, potential investors and other interested
persons should read the definitive proxy statement/prospectus carefully before
making any voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy any securities pursuant
to the proposed transactions or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated December 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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