01—Abstract
Summary
Summary of the 8-K filed April 15, 2024. Cited figures are marked; the original filing is the authoritative source.
Tapestry, Inc. (TPR) filed this Current Report under Item 7.01 (Regulation FD Disclosure) to update investors on its previously announced agreement to acquire Capri Holdings Limited.
The Merger Agreement, dated August 10, 2023, was entered into with Sunrise Merger Sub, Inc., a wholly owned subsidiary of Tapestry, and Capri Holdings Limited. Completion remains subject to regulatory clearances and other closing conditions specified in the Merger Agreement. The filing reports two regulatory approvals obtained in April 2024: the Fair Trade Commission of Japan (JFTC) approved the Transaction unconditionally on April 10, 2024, and the European Commission (EC) approved it unconditionally under Article 6(1)(b) of the EU Merger Regulation on April 15, 2024.
The company states that the only outstanding antitrust approval or clearance is in the United States, and that the parties have obtained approval or clearance in all other jurisdictions where it is a closing condition. The filing is informational in nature and does not provide updated financial figures, deal value, or a revised closing timeline. Investors should note that the information under Item 7.01 is furnished rather than filed for purposes of Section 18 of the Exchange Act, and the filing includes customary forward-looking statements citing risks such as the ability to consummate the transaction on a timely basis and to integrate Capri's operations.
02—Key points
Key Highlights
- Tapestry, Inc. disclosed under Item 7.01 that the European Commission approved its proposed acquisition of Capri Holdings Limited unconditionally on April 15, 2024, under Article 6(1)(b) of the EU Merger Regulation.
- The Fair Trade Commission of Japan approved the Transaction unconditionally on April 10, 2024, under the Antimonopoly Act.
- The only outstanding antitrust regulatory approval or clearance for the Transaction is in the United States, per the filing.
- The parties have obtained antitrust approval or clearance in all other jurisdictions where it is a closing condition.
- Completion remains subject to satisfaction or waiver of other closing conditions specified in the Merger Agreement dated August 10, 2023.
- The Merger Agreement was entered into with Sunrise Merger Sub, Inc., a wholly owned subsidiary of Tapestry, and Capri Holdings Limited, a British Virgin Islands business company.
- The information under Item 7.01 is furnished and not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.
03—Questions
Frequently Asked Questions
What is the status of regulatory approvals for Tapestry's acquisition of Capri Holdings?
The Fair Trade Commission of Japan approved the Transaction unconditionally on April 10, 2024, and the European Commission approved it unconditionally on April 15, 2024. According to the filing, the only outstanding antitrust approval or clearance is in the United States, and approvals have been obtained in all other jurisdictions where they are closing conditions.
What conditions must still be satisfied before the Transaction can close?
The filing states that completion remains subject to the satisfaction or waiver of the other closing conditions specified in the Merger Agreement, along with the outstanding U.S. antitrust clearance. The filing does not list these additional conditions in detail.
When was the merger agreement signed and who are the parties?
The Agreement and Plan of Merger was entered into on August 10, 2023, among Tapestry, Inc., Sunrise Merger Sub, Inc. (a British Virgin Islands business company and wholly owned subsidiary of Tapestry), and Capri Holdings Limited (a British Virgin Islands business company).
What risks does the company identify regarding the proposed transaction?
The forward-looking statements cite risks including the effect of the announcement on retaining key personnel and maintaining relationships with customers and suppliers, potential business disruption, outcomes of legal proceedings related to the merger, the ability to consummate the transaction on a timely basis or at all, and the ability to integrate Capri's operations and realize expected synergies.
04—Continue