Merger PV

Lanvin Group to go public via merger with Primavera Capital Acquisition

, SPAC research

Lanvin Group, a global luxury fashion group and Primavera Capital Acquisition Corporation, announced today they have entered into a definitive business combination agreement that is expected to list Lanvin Group on the NYSE under the ticker symbol "LANV". PV is an affiliate of Primavera Capital Group, a leading global investment firm with over US$17 billion of assets under management.

Lanvin Group, formerly known as Fosun Fashion Group, is the leading global luxury fashion group headquartered in Shanghai, China, managing iconic brands worldwide including Lanvin, Sergio Rossi, Wolford, St. John Knits, and Caruso. Harnessing the power of its unique strategic alliance of industry-leading partners in the luxury fashion sector, Lanvin Group strives to expand the global footprint of its portfolio brands and achieve sustainable growth through strategic investment and extensive operational know-how, combined with an intimate understanding and unparalleled access to the fastest-growing luxury fashion markets in the world. For more information, please visit www.lanvin-group.com.

Lanvin Group will become a wholly-owned subsidiary of the combined company, Lanvin Group Holdings Limited, a newly formed entity ("PubCo"). The transaction values Lanvin Group at a pro forma enterprise value of US$1.5 billion, with a combined pro forma equity value of up to US$1.9 billion.

As part of the transaction, all of Lanvin Group's existing shareholders will roll 100% of their shares in Lanvin Group into the PubCo, representing in the aggregate approximately 65% of PubCo. Lanvin Group will receive proceeds of up to US$544 million, including up to US$414 million of cash currently held in PCAC's trust account, fully committed PIPE subscription and forward purchase agreements of US$130 million in the aggregate from investors including Fosun International Limited, ITOCHU Corporation, Stella International Limited, Baozun Hong Kong Investment Limited, Golden A&A, Aspex Master Fund and Sky Venture Partners L.P.

A bonus pool of 3.6 million PubCo shares will be made available exclusively to PCAC non-redeeming public shareholders. Bonus shares forfeited by redeeming PV shareholders will be distributed to non-redeeming PV shareholders on a pro rata basis. All of the shares in the bonus pool will be contributed by Fosun International and Primavera Capital Acquisition LLC, the sponsor of PV.

Cantor Fitzgerald & Co. is acting as exclusive financial advisor to Lanvin Group. Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC are acting as joint capital market advisors to Primavera Capital Acquisition Corporation. Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Cantor Fitzgerald & Co. are acting as joint placement agents on the PIPE. DLA Piper is serving as legal advisor to Lanvin Group. Simpson Thacher & Bartlett LLP is serving as legal advisor to PCAC. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor to the joint placement agents.

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