Under the contemplated plan, Christian Dior minority shareholders would have two options: remain shareholders alongside the Arnault family group in the listed entity controlling LVMH, which would take the corporate name Agache, or use the tender offer as a liquidity option.
Arnault family group is considering merging Agache into Christian Dior, then converting Christian Dior into a limited joint-stock partnership renamed Agache.
The move would consolidate LVMH control in one listed entity holding 49.76 per cent of capital and 65.55 per cent voting rights.
Minority Christian Dior shareholders could remain invested or use a planned cash tender offer in Q1 2027.
Christian Dior said in a press release that its Board of Directors had been informed of the project by the Arnault family group. The planned steps include the merger of Financière Agache into Agache, followed by the merger of Agache into Christian Dior, the conversion of Christian Dior into a limited joint-stock partnership to be renamed Agache SCA, and the filing of a cash tender offer for the Christian Dior shares not held by the group.
The proposed transactions would be submitted to the relevant corporate governance bodies, including an extraordinary general meeting of Christian Dior, which is expected to vote on the plan at the end of 2026. The plan is subject to waivers from mandatory tender offer requirements relating to Christian Dior and LVMH, which the group will seek from the French Financial Markets Authority (AMF).
Subject to AMF clearance, the tender offer is expected to take place in the first quarter of 2027 and would not be followed by a squeeze-out.
According to Christian Dior, Agache currently owns 100 per cent of Financière Agache. Financière Agache owns 96.00 per cent of Christian Dior’s share capital and 97.10 per cent of its voting rights, as well as 6.77 per cent of LVMH’s share capital and 8.49 per cent of its voting rights. Agache also directly owns 0.65 per cent of Christian Dior and 0.51 per cent of LVMH.
Following completion of the transactions, LVMH would be controlled through a single company listed on Euronext Paris for more than 30 years and structured as a limited joint-stock partnership. The entity would hold a direct stake of 49.76 per cent of LVMH’s share capital and 65.55 per cent of its voting rights.
This would consolidate substantially all of the Arnault family group’s LVMH holdings, which Christian Dior said represented 50.33 per cent of LVMH’s share capital and 66.27 per cent of voting rights as of the date of the press release.
Agache Commandité and Bernard Arnault would become general partners of the surviving entity, with Bernard Arnault serving as managing partner. The financial rights of the general partners would remain aligned with those currently applicable at Agache and would be capped at an annual €3 million (~$3.4 million).
The Supervisory Board of the resulting Agache SCA would comprise current members of the Christian Dior Board of Directors as well as new external members, including independent members within the meaning of the Afep-Medef Code.
Christian Dior would establish governance rules for Agache SCA covering the powers of management, the general partners and the Supervisory Board, along with the appointment, replacement and operation of management. The exchange ratio for Agache shares and the new Christian Dior shares would be reviewed by a statutory auditor and disclosed in the relevant documentation.
Christian Dior shareholders would first be asked to vote on the company’s conversion into a public limited liability company at an extraordinary general meeting expected to be convened in the coming days. This step is required because applicable law does not provide for the direct conversion of a European company into a limited joint-stock partnership, according to the release.
The conversion into a limited joint-stock partnership and the merger of Agache are expected to take place simultaneously at the end of December 2026, subject to approval by the extraordinary general meetings of both companies in December 2026.
As a consequence of the conversion, the Arnault family group would be required under AMF rules to file a cash tender offer for all Christian Dior shares it does not hold, excluding treasury shares. These shares represented 2.44 per cent of Christian Dior’s share capital as of the date of the release.
The group intends to offer a price equal to 95 per cent of Christian Dior’s net asset value, calculated on a look-through basis using the one-month average of LVMH’s share price.
Fibre2Fashion News Desk (CG)