As part of this transaction, Zegna Group will acquire operations of the TOM FORD fashion business necessary to perform its obligations as licensee



November 15, 2022 – MILAN – Ermenegildo Zegna N.V. (NYSE: ZGN) (“Zegna”, or “Zegna Group”) announced today that it has signed an agreement to enter a long-term license for TOM FORD fashion with The Estée Lauder Companies (“ELC”). This license is contingent upon the closing of the acquisition of TOM FORD by ELC, which is expected to occur during the first half of calendar 2023. ELC will be the sole owner of the TOM FORD brand and all its intellectual property.
Zegna Group, the owner of the Zegna and Thom Browne brands, will become a long-term licensee of ELC for all TOM FORD men’s and women’s fashion as well as accessories and underwear, fine jewelry, childrenswear, textile and home design products. The Estée Lauder Companies and Zegna Group will align closely on the creative direction to continue building on the luxury positioning of the TOM FORD brand.
Zegna Group’s ambition is to position TOM FORD among the most respected and successful luxury fashion brands, leveraging the Zegna Group’s platform and capitalizing on the uniqueness of the TOM FORD brand.
Tom Ford, Founder and CEO of Tom Ford International, will continue to serve as the brand’s creative visionary after closing and through the end of calendar 2023.

“TOM FORD is one of the most iconic and distinctive ultra-luxury brands in the world and this next step together perfectly aligns with our strategy. We have been partners and shareholders of the TOM FORD fashion business since its inception and I have worked with Tom for many years and consider him an esteemed friend,” said Ermenegildo “Gildo” Zegna, CEO of Ermenegildo Zegna Group. “This transaction is our first since our listing on the New York Stock Exchange in December 2021, and confirms our commitment to leverage our platform to create value for all of our stakeholders.”

Transaction Details
• Zegna’s 20-year licensing agreement with The Estée Lauder Companies allows for an automatic renewal for further 10 years subject to certain minimum performance conditions
• As part of this transaction, Zegna will acquire operations of the TOM FORD fashion business necessary to perform its obligations as licensee
• The transaction, which Zegna will finance with cash on hand, is expected to be EPS accretive for Zegna shareholders within the first full year post-closing (pre-synergies and related implementation costs)
• The transaction, which has been unanimously approved by Zegna’s Board of Directors, is expected to close by the second quarter of 2023, subject to regulatory approvals and other customary conditions

In this transaction, Zegna received financial advice from UBS with a team led by Riccardo Mulone.