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29 Aug

An Autumn of Activism Awaits European Luxury, Consumer Giants

LONDON — “Nothing happens, and nothing happens, after which the whole lot happens,” wrote Fay Weldon. She wasn’t referring to the world of finance, but those words capture the surge in corporate activism that’s set to accentuate this fall at two of Europe’s most high-profile groups.

Europe’s luxury and consumer firms don’t are likely to attract much activist attention, but an ideal storm of geopolitical tensions, soaring inflation and provide chain challenges post-pandemic have rattled stock markets, and put downward pressure on shares.

After so a few years of consistent growth, the softening markets have forced some big, vocal hedge fund honchos to reevaluate their portfolios, and lobby for change — to boards, management and techniques — geared toward extracting maximum value, and boosting valuations.

In some cases founder-owners are behaving like activists themselves, shaking up their firms as they retool strategies and seek growth.

Earlier this month, the Della Valle family revealed plans to delist Tod’s Group from the Italian Stock Exchange, saying the constant drumbeat of quarterly results reporting was hampering their ability to pursue the corporate’s medium- and long-term goals.

There might be other reasons: Tod’s shares have fallen nearly 30 percent over the past 12 months to 40.50 euros, so the worth tag is attractive. By taking Tod’s private again, the family, which already owns a majority stake, will have the option to operate away from the glare of the general public markets.

One luxury investor described the present environment this manner: “When share prices come down, it’s time to shake things up.”

Nelson Peltz, Trian Fund Management CEO and founding partner.

NBCU Photo Bank/NBCUniversal via

Earlier this 12 months, Nelson Peltz of Trian Fund Management — whose name has been known to strike fear into the hearts of FMCG managers — has argued his way onto the board of Unilever, reprising the same move he made at Procter & Gamble a couple of years ago.

Peltz, who joined Unilever in late July as a non-executive director and a member of the compensation committee, is respected by fellow investors and is often called a person of motion. His strategies include consolidation, sales and efficiencies, and he’s often called a hands-on operator.

Last January, when news broke of Trian’s $1.64 billion investment in Unilever, the share price spiked 6 percent, with financial analysts applauding the move. Those self same analysts had watched Peltz improve the fortunes at P&G, where he served on the board from 2018 until 2021, working closely with the chief executive officer and management.

Unilever CEO Alan Jope said that while it’s still early days, Peltz will probably be a force for change.

I believe he wants what all of us want, which is to see continued, high-quality, sustained, consistent growth from the corporate, and to unlock the actual value of this great company,” Jope said. “I’ve had many conversations with him in the previous few months. He brings enormous experience on the patron products industry, and is making a really constructive contribution as a board member.”

Peltz’s appointment follows an unpleasant episode that saw Unilever, parent of brands starting from Dove to Ben & Jerry’s, fail in its bid to buy the patron arm of GlaxoSmithKline for 50 billion kilos. That proposed deal  sent Unilever’s share price plummeting, and spurred a company-wide reorganization that took effect earlier this summer.

There is concept that Peltz could make sweeping changes at Unilever, blasting through the bureaucracy, potentially selling the food division and putting a greater deal with the fast-growing personal care, prestige beauty and wellness categories.

The identical month that Peltz joined the Unilever board, Bluebell Capital Partners revealed its plans to shake up Compagnie Financière Richemont.

The activist investor, which has around 1 million “A” shares in the corporate, wants to put in luxury jewelry expert, and investor, Francesco Trapani on Richemont’s board.

Additionally it is lobbying for changes to corporate governance; a strategic deal with hard luxury and, potentially, a reputation change that might feature the posh giant’s flagship brand, Cartier. Bluebell believes that Richemont’s stock could double in value in two to a few years’ time.

Founded in 2019 by Trapani and the previous investment bankers Marco Taricco and Giuseppe Bivona, Bluebell had already turned up the warmth on Hugo Boss in 2020, helping to eject its CEO Mark Langer.

Within the span of a couple of years, Bluebell has also invested in, and demanded changes at, firms including Danone, GlaxoSmithKline and Lufthansa.

Richemont has confirmed that Bluebell’s initial request of more board representation for the holders of Richemont’s “A” shares, that are publicly listed on the SIX Swiss Exchange, will probably be submitted to shareholders on the annual general meeting on Sept. 7.

It’s urging shareholders to vote against Bluebell’s proposal to put in Trapani to the board as a representative of the “A” shareholders, and proposing its own candidate as a substitute: the board member and independent director Wendy Luhabe.

Richemont has described Trapani as an “inappropriate” candidate as a consequence of his long history with rival LVMH Moët Hennessy Louis Vuitton.

This latest surge of activism in European luxury and consumer goods is the results of greater than just macroeconomic pressures on share prices, say industry watchers.

Alan Jope, CEO of Unilever.

Alan Jope, CEO of Unilever.

Courtesy of Unilever/LIAM ARTHUR

One reason is that times are changing, and boards have to sustain.

Josh Black, editor in chief of Activist Insight, which provides research and data on activist investing and company governance for the financial community, said it’s difficult to recruit an experienced board that ticks all of the boxes.

“You will have so many things to contemplate. You would like supply chain experts, market dynamic experts; M&A experts. It’s hard to get the complete package sometimes. So a whole lot of activists think it’s the precise time to place a certain sort of expertise on the board. Or possibly it’s a case of the activists pondering that the CEO needs more support,” or that they shouldn’t be within the job anymore, Black said.

Indeed, after Unilever’s botched try and buy GSK’s consumer arm, which has since been floated on the London Stock Exchange, the British financial press blasted Unilever’s chairman, Nils Andersen, saying he must have done more to have interaction the highest shareholders and control the fallout from the failed bid.

Black also believes the activism that luxury and consumer goods firms are seeing now has been pent-up as a consequence of the pandemic.

“Now that the dust has settled a little bit bit and travel is more feasible, activists can actually meet their fellow directors and lobby them in person, moderately than on Zoom,” he said, adding that post-pandemic problems are also arousing activists’ interests.

“A variety of firms have run into difficulties with supply chain, or a failed acquisition, or market sentiment weighing on the stock price. So, there’s a lovely entry point for a whole lot of activist investors who’ve been sort of sitting around waiting for a superb opportunity,” Black added.

He believes that the posh business is especially vulnerable to activist activity immediately.

“People have been saying the European luxury sector has been ripe for activism for quite an extended time. The sector is currently less infiltrated by activists, and there may be probably less-than-ideal governance,” he added.

For years, the posh business has been dominated by big, influential personalities — Bernard Arnault, François Pinault, Francois-Henri Pinault, Johann Rupert and Patrizio Bertelli, to call a couple of. Even when their firms are publicly listed, they still control numerous shares and hold powerful voting rights.

They’re ultimately those calling the shots, so there’s been little room for activist voices.

CHICHESTER, ENGLAND - JUNE 29: Johann Rupert attends the Cartier Style & Luxury Lunch at the Goodwood Festival of Speed on June 29, 2014 in Chichester, England. (Photo by David M. Benett/Getty Images)

Johann Rupert, founder and chairman of Compagnie Financière Richemont.

Getty Images

That’s why industry observers consider that Bluebell may have a tough time effecting change at Richemont, where founder and chairman Johann Rupert controls 10 percent of the corporate’s capital and 51 percent of its voting rights.

Although a management team runs Richemont, Rupert stays deeply involved in, and committed to, the business, which he has personally shaped over time.

Jefferies identified that Bluebell’s stake in Richemont is value 105 million Swiss francs while Richemont itself is value 55 billion Swiss francs.

“Bluebell alone doesn’t have a meaningful stake and is unlikely to exert significant pressure unless other shareholders also campaign for changes,” wrote Jefferies’ Kathryn Parker and Flavio Cereda in July.

Institutional Shareholder Services Inc., an adviser to firms and shareholders on corporate governance and investing, has given the thumbs right down to Trapani, telling Richemont shareholders that he wouldn’t serve their interests.

Luca Solca of Bernstein said Bluebell’s request for board representation is sensible and is meant to guard the rights of the holders of the publicly traded shares. Whether this may succeed or not is all to be seen. The Ruperts have nearly all of the voting rights, so they are going to determine.”

Rupert and his fellow “B” shareholders even have a right to veto an elected “A” representative “in the event that they have a sound reason to achieve this,” in line with Richemont.

Golshifteh Farahani models the Iwara necklace from Cartier's

Golshifteh Farahani models the Iwara necklace from Cartier’s “Beautés du monde” high jewelry collection.

Courtesy of Cartier

Black said the end result of the Richemont vote will rely on “the motivation of the insiders. The corporate is theirs to run how they see fit. In some situations, they need the stock price to go up as much as anyone else, and so they is likely to be willing to have someone [new] on the board or undertake among the things that an activist would suggest, so as to raise their very own fortune,” he said.

Bluebell believes Trapani can be “a useful asset to Richemont, and would significantly contribute to Richemont’s future growth and success.”

It argues that Trapani not has any ties to LVMH, and is urging Richemont shareholders to vote for change.

Trapani definitely knows a thing or two about corporate activism.

The previous Bulgari CEO and LVMH executive forced his way onto the board of Tiffany & Co. in March 2017 as a part of a cope with one other activist investment firm, Jana Partners LLC.

He was vocal from the get-go, and was instrumental in picking a recent Tiffany CEO, Alessandro Bogliolo. Tiffany & Co. was later sold to LVMH in a blockbuster deal, and Trapani left the board to pursue other interests.

Trapani also has an extended history with LVMH, which purchased his family’s company, Bulgari, for roughly $5.2 billion. That deal put Trapani accountable for LVMH’s watch and jewellery activities, where he served as chairman and CEO. It also made Trapani and his clan very wealthy.

An Autumn of Activism Awaits European

Lily Collins is the brand ambassador for the Unilever-owned Living Proof.

Courtesy image

At Hugo Boss, Bluebell worked quickly, moving in shortly before COVID-19 spread through Europe. The investor took a minority, undisclosed stake in the corporate and sent a letter to the board, urging an overhaul of the firm’s strategy, and a refocus on fundamentals corresponding to products, flagships and communication.

Trapani himself was outspoken concerning the changes that needed to be made, and a couple of months later Mark Langer, the CEO who’d spent nearly 20 years on the brand, resigned.

One luxury investor who declined to be named said Bluebell’s wish list for Richemont “makes a ton of sense, but I ponder what the timeframe is and where, at Richemont, you possibly can unlock value. Regarding any board changes, the choice will come right down to Rupert, and whether he wants Trapani — one other silverback, male luxury CEO — on the board. He might need to pursue other types of changes — with ESG and DEI.”

Rupert has been making swift advances on the ESG and DEI fronts, one reason why he wants Wendy Luhabe as a substitute of Trapani.

A 12 months ago, Richemont named Jasmine Whitbread, an executive with extensive expertise on ESG issues, to the board. In 2020, the posh group brought Luhabe, a social entrepreneur and economic activist who has been widely known for her contribution to the economic empowerment of ladies in South Africa, onto the board.

Earlier this 12 months, at management level, the corporate hired Dr. Bérangère Ruchat as its first chief sustainability officer because it pursues its punchy environmental goals.

On Aug. 24, Rupert inked a deal to sell Yoox Net-a-porter Group to Farfetch, a long-awaited development that was well-received by the market as analysts — and investors — had been demanding it for years.

The surge in activist pressure isn’t limited to Europe. Consumer goods businesses within the U.S. are feeling the warmth, too, and with inflation and rates of interest rising, and a recession looming, the temperature will most definitely increase.

The Wisconsin-based Kohl’s is one company that’s been hammered by activist investors, and is working toward creating greater value for shareholders.

Activist pressure earlier this 12 months sparked a strategic review and triggered offers to purchase the corporate from The Franchise Group, in addition to Sycamore Partners, Simon Property Group, the Hudson’s Bay Co., Leonard Green Associates and others.

At various times through the 12 months, preliminary offers were within the $60 to $70 a share range, however the stock market’s volatility, the changing retail environment, and, as some consider, Kohl’s financial performance brought the worth down.

While a sale could still be on the cards, Kohl’s is now charging ahead with its own value-creation strategies. Whether or not that can satisfy Kohl’s very vocal activists stays a matter mark.

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