Mytheresa and Richemont announced that the companies have entered into binding agreements to acquire 100 percent of the share capital of YNAP by Mytheresa. The transaction aims to be a global, multi-brand, digital luxury group offering a curated collection of luxury brands and products to a global consumer.

Transaction Rationale
Mytheresa and YNAP’s business models focus on a broad spectrum of the luxury market with portfolios catering to the high-end consumer.

In the short term, Mytheresa’s vision for the combined group includes integrating YNAP’s Luxury division into Mytheresa to form one group with three storefronts: Mytheresa, Net-a-Porter, and Mr Porter. The company said in a media release that the company would provide the following:

  • A broader and differentiated luxury offering to customers based on distinctive assortments, marketing and customer touchpoints;
  • Offer luxury brand partners a broader and specific reach of luxury consumers worldwide and
  • Share infrastructure, including Mytheresa’s technology platform and operations best practices, to achieve greater efficiencies while maintaining each brand’s identity.

The deal would further:

  • Separate the off-price division Yoox and The Outnet, the online off-price luxury shopping YNAP’s Luxury division to allow for a simpler and more efficient operating model driving higher growth and profitability.
  • YNAP’s White Label division will discontinue once the Richemont Maisons’ online stores powered by YNAP migrate to their own platforms.

Michael Kliger, CEO of Mytheresa, said: “I am truly excited by today’s announcement. With this transaction, Mytheresa aims to create a pre-eminent, multi-brand, digital, luxury group worldwide. Mytheresa, Net-a-Porter and Mr Porter will offer differentiated but complementary multi-brand luxury edits based on curation, inspiration and outmost customer service. The three brands will share a large part of their infrastructure, creating synergies and efficiencies while maintaining their different brand identities. The off-price business will benefit from the separation from luxury and a much simpler operating model driving growth and profitability. We believe that this transaction will create significant value for our shareholders, brand partners and most importantly for our high-end customers.”

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. Mytheresa is ideally placed to build on YNAP’s assets to further delight customers and brand partners alike across the world by harnessing both companies’ respective strengths.”

Financial Consideration
At transaction closing, Richemont will sell YNAP to Mytheresa with a cash position of €555M and no financial debt, subject to customary closing adjustments, in exchange for shares issued by Mytheresa representing 33 percent of Mytheresa’s fully diluted share capital at closing following issuance of the consideration shares. Richemont will make available a 6-year revolving credit facility of €100m to finance YNAP’s general corporate needs, including working capital.

Richemont will have the right to nominate a member and an observer to the Supervisory Board of Mytheresa following closing. 

The transaction’s closing, which is expected to occur in the first half of calendar year 2025, is subject to customary conditions, including the receipt of antitrust approvals. The transaction is not subject to or conditional on approval by Richemont or Mytheresa shareholders.

Richemont’s shareholding in Mytheresa will be subject to a one-year lock-up period following transaction closing, followed by a further one-year period in which only certain limited sale transactions may occur.

As a result of this transaction, Richemont expects the write-down of YNAP net assets to amount to approximately €1.3 billion, which also accounts for the cash left in YNAP upon completion. This value is subject to change until the completion date as it depends on several variables, namely Mytheresa’s share price, the USD/EUR foreign exchange rate and the value of net assets and debt-like items of YNAP at the completion date.

Image courtesy Mytheresa