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With Europe's uniform M&A proposal defeated at the hands of the Germans, takeover rules in individual countries are perhaps more important than ever. It took nearly three years for the battle for Gucci to subside, over Lebanese food and LVMH champagne at the paris offices of the white-knight's counsel. But it's likely that the innovative defenses and the rulings from Dutch courts will serve as tea leaves to pour over for some time to come.

The Players
Who represented whom in the three-way battle. Skadden and Wachtell are across the table again in a takeover reminiscent of the good old days in the U.S. of A.

Gucci: Red-Letter Dates

The New Unocal?
How a Dutch ruling reflects a Delaware icon.

A Lock-Up in Limbo
Tyson Foods has been in takeover battles before. In the classic battle for Holly Farms, the target's lock-up got frowns from the court, but no one appealed. And Tyson was flummoxed.

Los LBOs
The competition for LBOs in Europe and the U.K. could hardly be more cruel. The game is certainly similar to its American version, but there are differences of which the wise should be aware.

Committment letter
Senior facilities term sheet

The global deals and the merger firm's mergers

Red Letter Dates in the Gucci Fight

January 6, 1999
LVMH executives telephone their Gucci counterparts to say that LVMH has just crossed the 5-percent ownership threshold for filing requirements in both the Netherlands and the U.S.

January 16, 1999
LVMH now owns 9.6 percent of Gucci, having bought the stake that Prada purchased the previous summer

January 25, 1999
LVMH has increased its stake to 34.4 percent at a cost of $1.4 billion

February 16, 1999
Gucci sends over a term sheet for LVMH's final approval that would guarantee Gucci's independence and limit LVMH's ownership stake.

February 17, 1999
Gucci announces that it has issued new stock to an ESOP that dilutes LVMH's stake from 34.4 percent to 25 percent of the company.

March 3, 1999
The Enterprise Chamber criticizes both Gucci and LVMH, expressing skepticism about the validity of the share issuance to the ESOP and suspending the voting rights of both LVMH's stock and that of the ESOP. It urged both sides to continue their negotiations.

March 19, 1999
Two hours before the two sides were to return to the table, Gucci announces that it had found a white knight, French conglomerate Pinault-Printemps-Redoute, and had issued new stock and granted powerful rights in Gucci to PPR.

April 7, 1999
LVMH offers to buy all of Gucci's stock for $85 per share for all shares not held by the ESOP, or $91 per share if Gucci abandons its white knight.

April 8, 1999
Gucci rejects the offer. LVMH suggests an alternative: require PPR to tender its shares, guarantee that a top Gucci designer will stay at the company for at least two more years. Again, the offer is turned down.

May 27, 1999
The Enterprise Chamber strikes down the ESOP and rules that Gucci had acted improperly by granting PPR a large percentage of its stock when it had been urged by the court to continue to negotiate with Gucci. However, the court left the PPR arrangement in place. LVMH appeals to the Dutch supreme court.

October 12, 2000
The Dutch supreme court overturns the Enterprise Chamber, ruling that the lower body should have ordered an inquiry into the matter rather than issuing a decision.

September 24, 2001
Just before the results of the inquiry are to be announced, the three sides announce a complex settlement under which LVMH will cede control to PPR, and PPR will make an offer for all shares in 2004.



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