Ermenegildo Zegna NV will take control of the Tom Ford fashion operations as part of Estée Lauder Cos.’ acquisition of the company, as the Italian luxury house looks for ways to fuel its expansion in the US.
As part of the deal announced Tuesday, Zegna will buy the 85% of Tom Ford International it doesn’t already own, according to people familiar with the transaction, who asked not to be named discussing confidential deliberations.
The business includes contracts for designers and other employees, leases for retail stores, and other assets and liabilities that underpin the fashion operations, some of the people said. Estée Lauder is buying the Tom Ford brand and its intellectual property.
Zegna declined to comment. A representative for Tom Ford referred questions to Estée Lauder, whose spokeswomen didn’t respond to multiple requests for comment.
The move gives Zegna a complementary fashion marque to expand its business internationally and provide it with a new customer base. Zegna already owns the Thom Browne brand, and Chief Executive Officer Ermenegildo Zegna has said he wants to expand further in the US following the company’s New York listing last year.
It could also help Zegna realize his ambition of transforming his family’s 112-year-old men’s clothing company into a bigger, more modern, high-end global brand.
The ties between the two sides date back more than 15 years. Zegna has worked with company founder Tom Ford since he started his namesake business after leaving Italian fashion brand Gucci, which he revitalized during a decade-long stint as creative director. Ermenegildo Zegna is a Tom Ford International board member, while Tom Ford Chairman Domenico De Sole sits on Zegna’s board.
Under the terms of the acquisition announced Tuesday, Tom Ford will extend and expand its license with Zegna for men’s and women’s fashion, accessories and similar products for at least another 20 years.
Zegna said it will “acquire the fashion operations necessary to perform its obligations as licensee” but didn’t comment on the acquisition of the entire fashion business.
Zegna didn’t disclose the price of the license transaction, which it will finance with cash on hand and which it said will be accretive to earnings per share for Zegna shareholders within the first full year after closing. Zegna had about €350 million ($363 million) in cash and cash equivalent at the end of June.
Estée Lauder will pay about $2.3 billion for the Tom Ford brand and all its intellectual property in a deal funded by cash, debt and $300 million in deferred payments, with $250 million coming from eyewear manufacturer Marcolin SpA, whose existing license with Tom Ford will be extended.
The announcement of the deal follows a July report by Bloomberg that Tom Ford was exploring a potential sale. Gucci owner Kering SA, which had long expressed interest in a transformational deal, also held talks to acquire Tom Ford, people familiar with the matter said. A Kering representative declined to comment.