Victoria’s Secret & Co. (“Victoria’s Secret” or “VS&Co”)
(NYSE: VSCO) today announced that it has signed a definitive
agreement to acquire 100 percent of Adore Me, Inc. (“Adore Me”), a
digitally-native intimates brand. The deal will create significant
upside for VS&Co, including the opportunity to leverage Adore
Me’s expertise and technology to continue to improve the Victoria’s
Secret and PINK customer shopping experience and accelerate the
modernization of VS&Co’s digital platform. As a trailblazer in
the intimates value segment, Adore Me will also serve as a growth
vehicle for VS&Co, providing access to a consumer that is
complementary to VS&Co’s existing customer base. VS&Co and
Adore Me will continue pushing the intimates category forward in a
more inclusive, tech-forward, and sustainable way.
The structured transaction includes an initial
upfront $400 million cash payment and further cash consideration, a
portion of which is fixed and a portion of which is based on the
performance of Adore Me and achievement of specified growth and
synergy targets over a two-year period. This reflects Adore Me’s
growth potential and combined company synergies. The transaction
has been unanimously approved by VS&Co’s Board of Directors and
is expected to close by the end of January 2023, subject to
customary closing conditions and regulatory clearances. VS&Co
plans to finance the transaction at closing with cash on hand.
“I’m absolutely delighted to be announcing this
transaction, welcoming Adore Me into the VS&Co family. Adore Me
is a technology-led, digital-first innovator in the intimates
category that will help us bring differentiated experiences to
Victoria’s Secret and PINK customers,” said Martin Waters, CEO,
Victoria’s Secret & Co. “This acquisition will be a significant
accelerant as we pivot toward growth and modernize the foundation
of our company with an entrepreneurial mindset that puts technology
at the forefront of everything we do. In partnering with the
incredible team at Adore Me, we will move to the future much
faster.”
Named a leading Digital Native Growth Brand in
intimates by the NPD Group, Adore Me serves more than 1.2 million
active customers and is powered by a sophisticated proprietary
technology platform with highly differentiated customer experiences
including “Home Try-On” and monthly subscription
options. Adore Me has long been a leader in extended sizes and
continues to push the category forward in a more
environmentally-conscious way as a Certified B
Corporation.
“We have significantly grown our business over
the past decade, and are excited to bring our technology, purchase
experiences, inclusive assortment, brand and team to join the next
phase of Victoria’s Secret’s growth and customer journey
transformation,” said Morgan Hermand, Founder and CEO of Adore
Me.
Adore Me’s “Home Try-On” offering generates
strong retention among its customers with a personalized product
experience and has achieved scale by leveraging a complex
combination of proprietary logistics, algorithms, and operational
assets. This shopping experience presents an attractive new option
for the Victoria’s Secret customer base and exemplifies the next
generation of retail innovation to complement Victoria’s Secret’s
best-in-class physical store offering.
Victoria’s Secret has transformed the intimate
apparel industry over its lifetime, and its acquisition of Adore Me
represents a combination of scale, brand, and digital excellence
that will advance the company’s innovation and customer
experience.
Presentation materials relating to the
acquisition will be available on the Investors section of the
company’s website.
Goldman Sachs is acting as financial advisor to
VS&Co and Kirkland & Ellis is providing legal counsel.
Credit Suisse is acting as financial advisor to Adore Me and
WilmerHale is providing legal counsel.
About Victoria’s
Secret & Co.Victoria’s Secret & Co. (NYSE: VSCO)
is a Fortune 500 specialty retailer of modern, fashion-inspired
collections including signature bras, panties, lingerie, casual
sleepwear, athleisure and swim, as well as award-winning
prestige fragrances and body care. VS&Co is
comprised of market leading brands, Victoria’s Secret and
Victoria’s Secret PINK, that share a common purpose of inspiring
and uplifting our customers in every stage of their lives. We are
committed to empowering our more than 30,000 associates across a
global footprint of nearly 1,350 retail stores in approximately 70
countries. We provide our customers with products and experiences
that make them feel good inside and out while driving positive
change through the power of our products, platform and
advocacy.
About Adore MeFounded in 2011
as an online lingerie startup, Adore Me has evolved into a DTC
lingerie and apparel brand serving women of all sizes and budgets
at all phases of life. The firm is transforming the way we shop
with a pioneering Home Try-On commerce service, a series of
innovation-driven products, and a mission of making sustainable
shopping accessible to all, becoming the first Certified B
Corporation intimate apparel brand in the U.S. Adore Me’s strong
brand authenticity genuinely connects with Gen Z and Millennials,
providing VS&Co a highly inclusive product assortment at
incredible value, across both online and offline platforms.
Safe Harbor Statement Under the Private
Securities Litigation Reform Act of 1995
This press release contains forward-looking
statements (as such term is defined in the U.S. Private Securities
Litigation Reform Act of 1995). These forward-looking statements
involve risks and uncertainties and are subject to change based on
various factors, many of which are beyond our control. Accordingly,
our future performance and financial results may differ materially
from those expressed or implied in any such forward-looking
statements. Words such as “estimate,” “commit,” “target,” “goal,”
“project,” “plan,” “believe,” “seek,” “strive,” “expect,”
“anticipate,” “intend,” “potential” and any similar expressions may
identify forward-looking statements. With respect to the
contemplated transaction, forward-looking statements include,
without limitation, financial estimates, statements as to the
completion and benefits or effects of the transaction, including
financial and operating results, the combined company’s plans,
objectives, expectations and intentions, and other statements that
are not historical facts. The following risks, uncertainties and
other factors could affect the company’s financial performance and
cause actual results to differ materially from those expressed or
implied in any forward-looking statements: the occurrence of any
event, change or other circumstance that could give rise to the
termination of the definitive agreement; the risk that the
necessary regulatory approvals may not be obtained as a result of
conditions that are not anticipated; risks that any of the closing
conditions to the transaction may not be satisfied in a timely
manner; the failure to realize the benefits of the transaction; the
effect of the announcement of the transaction on the ability of
Adore Me to retain customers and key personnel and to maintain
relationships with suppliers, and on its operating results and
business generally; and potential litigation in connection with the
transaction.
Except as may be required by law, the company
assumes no obligation and does not intend to make publicly
available any update or other revisions to any of the
forward-looking statements contained in this press release to
reflect circumstances existing after the date of this press release
or to reflect the occurrence of future events, even if experience
or future events make it clear that any expected results expressed
or implied by those forward-looking statements will not be
realized. Additional information regarding these and other factors
can be found in “Item 1A. Risk Factors” in the company’s Annual
Report on Form 10-K filed with the Securities and Exchange
Commission on March 18, 2022.
For further information, please contact:
Victoria’s Secret & Co.:
Investor Relations: |
Media Relations: |
Kevin Wynk |
Brooke Wilson |
investorrelations@victoria.com |
communications@victoria.com |
|
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Victoria’s Secret, Love Cloud Campaign -
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Adore Me, Summer 2022
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