The luxury chains Louis Vuitton and Tiffany & Co, the glasses from EssilorLuxottica and GrandVision and now the travel companies Corendon and Sunweb: all millions of takeover contracts that were already on the table before the Corona crisis and only had to be closed. In other words: closed.
And that’s exactly where things often go wrong: Due to the economic unease, the value of the acquired company has now plummeted. As a result, buyers are increasingly reviewing their multi-million dollar contracts in hopes of getting out of them. This is mainly happening in heavily affected sectors such as retail and travel.
For example, the travel agency Sunweb would like to stop taking over industry colleague Corendon. According to Sunweb, the conditions for closing the transaction could not be met. The director of Corendon, Steven van der Heijden, calls it “a typical action by an investment company that no longer makes sense with such a takeover in Corona times” and went to court today for summary proceedings.
It is understandable that more and more buyers are looking to exit, says lawyer Marjolein van Leeuwen, specialist in mergers and acquisitions and partner at JPR Advocaten. “Last year it was all a breeze for the economy, then just carry on with the scenario as it is. Now the travel sector has stalled. You have to deal with that too.”
The underlying trend is that Corona buyers regret their business and want to leave on this basis. “They usually call it that Repentance of the buyer: a purchase you regret, “says Katinka Middelkoop, partner at Allen & Overy and specializes in advising on mergers and acquisitions.
In addition, there are millions or even billions of euros associated with these deals. “Die Spektakelschlacht, Tiffany & Co: These acquisitions are associated with a lot of money,” says Van Leeuwen. “Then it might pay off to take a closer look at the store and ask yourself, is this still what I want to buy in the current circumstances?”
Not a golden formula
Whether buyers can actually avoid this is a second question. According to lawyers, there is no such thing as a golden formula and every company uses something different.
Van Leeuwen: “At EssilorLuxottica and Grandvision there were doubts that Grandvision had not adequately protected themselves against corona measures. Corendon Sunweb says that they cannot meet the agreed conditions, and that continues.”
Since Corona, the “force majeure and unforeseen circumstances” option has often been considered, says Middelkoop. “Then a company invokes certain conditions precedent. Whether this is possible depends very much on the wording of this condition, e.g. whether a pandemic is expressly included or excluded there.”
To say that the parties are withdrawing en masse is an exaggeration, thinks Katinka Middelkoop. Therefore, according to her, it is important to see things in perspective. “These are some of the best-known cases that hit the headlines, but that’s only a small percentage of the total number of deals. There are also many sectors that are not affected by the crisis and are doing as they used to. very busy even. “