SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
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|Preliminary Proxy Statement|
|Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|Definitive Proxy Statement|
|Definitive Additional Materials|
|Soliciting Material Pursuant to §240.14a-12.|
TIFFANY & CO.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction
200 Fifth Avenue
New York, NY
(Address of Principal Executive Offices)
|(Name of Person(s) Filing Proxy Statement, if other than the Registrant)|
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The following letter was sent by Roger Farah, Chairman of the Board of Directors of Registrant, to employees of Registrant on November 25, 2019.
Dear Tiffany Employees,
On behalf of the entire Board of Directors, I wanted to express my excitement about todays news and sincere thanks to all of you for making Tiffany the iconic brand that it continues to be. Our Board has been encouraged by the progress and execution of our corporate strategy and it has been our long-held belief that because of your efforts the future of Tiffany is strong.
When we were approached by LVMH about a potential transaction, we were able to review it from this position of strength. Following a thoughtful review and continued discussions with LVMH, we made a determination that we believed was not only in the best interests of our shareholders, but also the Companys future as a whole. As you have seen from the announcement issued early this morning, we believe that LVMH appreciates and will invest in the Company and our people, supporting Tiffanys growth.
Thank you to Alex and the management team for your leadership. Most importantly, thank you to our entire team across the globe, who have created a vibrant culture and have upheld the Tiffany values that we believe will continue for the long-term as part of LVMH. The future truly is strong, and we are excited about what Tiffany can achieve in this next chapter of its dynamic story.
Best wishes to you and your families for a happy and healthy Holiday Season!
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition of Tiffany & Co. (the Company) by LVMH Moët Hennessy Louis Vuitton SE (Parent) pursuant to the Agreement and Plan of Merger, dated as of November, 2019, by and among the Company, Parent, Breakfast Holdings Acquisition Corp. (Holding) and Breakfast Acquisition Corp. (Merger Sub). In connection with the proposed acquisition, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE COMPANYS PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and security holders will be able to obtain copies of the proxy statement and other documents filed with the SEC (when available) free of charge at the SECs website, http://www.sec.gov. The proxy statement is not currently available.
Participants in Solicitation
The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders in respect of the proposed acquisition. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on April 17, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC regarding the proposed acquisition when they become available.
Certain statements in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as anticipates, believes, expects, intends, plans, projects, or other similar expressions may identify such forward-looking statements.
Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which we have no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition, including stockholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed acquisition; (iii) the effect of the announcement or pendency of the proposed acquisition on the Companys business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts the Companys current plans and operations and potential difficulties in the Companys employee retention as a result of the proposed acquisition; (v) risks related to diverting managements attention from our ongoing business operations; (vi) potential litigation that may be instituted against the Company or its directors or officers related to the proposed acquisition or the merger agreement between the parties to the proposed acquisition; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (viii) such other factors as are set forth in the Companys periodic public filings with the SEC, including but not limited to those described under the headings Risk Factors and Forward Looking Statements in its Form 10-K for the fiscal year ended January 31, 2019 and in its other filings made with the SEC from time to time, which are available via the SECs website at www.sec.gov.
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.