TIFFANY & CO.

TIF
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TIFFANY & CO : Other Events, Financial Statements and Exhibits (form 8-K)

11/27/2020 | 06:40am

Item 8.01. Other Events.



On November 27, 2020, Registrant issued a news release announcing that it had
established a record date of November 30, 2020, for a special meeting of its
stockholders to be held on December 30, 2020. At the special meeting,
Registrant's stockholders will be asked to consider and vote on, among other
things, a proposal to adopt the previously announced Amended and Restated
Agreement and Plan of Merger, dated October 28, 2020, as it may be amended from
time to time (the "Merger Agreement"), by and among Registrant, LVMH Moët
Hennessy-Louis Vuitton SE, a societas Europaea (European company) organized
under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a
Delaware corporation and a wholly owned indirect subsidiary of Parent
("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a
wholly owned direct subsidiary of Holding ("Merger Sub"), which amended and
restated the Agreement and Plan of Merger, dated November 24, 2019, by and among
Registrant, Parent, Holding and Merger Sub, and pursuant to which Merger Sub
will be merged with and into Registrant, with Registrant continuing as the
surviving company in the merger. A copy of the news release is attached as
Exhibit 99.1 hereto and is hereby incorporated by reference.



Additional Information and Where To Find It



This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Registrant by Parent pursuant to the Merger Agreement.
In connection with the proposed acquisition, Registrant filed a definitive proxy
statement on Schedule 14A with the U.S. Securities and Exchange Commission (the
"SEC") and will mail the definitive proxy statement and a proxy card to each
stockholder entitled to vote at the special meeting relating to the proposed
acquisition. INVESTORS AND SECURITY HOLDERS OF REGISTRANT ARE URGED TO READ
CAREFULLY ALL RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) FILED WITH THE SEC, INCLUDING REGISTRANT'S DEFINITIVE PROXY STATEMENT,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT REGISTRANT AND 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 SEC's website at www.sec.gov or at Registrant's website at
investor.tiffany.com/financial-information or by writing to the Corporate
Secretary at 200 Fifth Avenue, New York, New York 10010, Attn: Corporate
Secretary (Legal Department).



Participants in Solicitation



Registrant and its directors, executive officers and certain of its employees
may be deemed to be participants in the solicitation of proxies from
Registrant's stockholders in respect of the proposed acquisition. Information
about the directors and executive officers of Registrant is set forth in its
proxy statement for its 2020 annual meeting of stockholders, which was filed
with the SEC on April 20, 2020, and the definitive proxy statement filed with
the SEC in connection with the proposed acquisition on November 27, 2020. Other
information regarding the participants in the proxy solicitations in connection
with the proposed acquisition, and a description of any interests that they have
in the proposed acquisition, by security holdings or otherwise, may be contained
in other relevant materials to be filed with the SEC regarding the proposed
acquisition when they become available. These documents may be obtained for free
at the SEC's website at www.sec.gov or by writing to the Corporate Secretary at
200 Fifth Avenue, New York, New York 10010, Attn: Corporate Secretary (Legal
Department).



Forward-Looking Statements:



Certain statements in this communication including, without limitation,
statements relating to the proposed acquisition and conditions to closing of the
proposed acquisition, 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 by their nature address
matters that are, to different degrees, uncertain, such as statements about the
consummation of the proposed acquisition (and the anticipated benefits thereof)
and about the future plans, assumptions and expectations for Registrant's
business and its results. 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," "may," "will," or other
similar expressions may identify such forward-looking statements.



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These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which Registrant
has no control. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the proposed acquisition, including
stockholder approval of the merger proposal, may not be satisfied or the
regulatory approvals or waivers required for the proposed acquisition may not be
obtained or maintained, in each case, 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 merger or affect the ability of the parties to
recognize the benefits of the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on Registrant's business
relationships, operating results, and business generally; (iv) risks that the
proposed acquisition disrupts Registrant's current plans and operations and
potential difficulties in Registrant's employee retention; (v) risks that the
proposed acquisition may divert management's attention from Registrant's ongoing
business operations; (vi) potential litigation that may be instituted against
Registrant or its directors or officers related to the proposed acquisition or
the Merger Agreement between the parties to the merger and any adverse outcome
of any such potential litigation; (vii) the amount and timing of the costs,
fees, expenses and other charges related to the proposed acquisition, including
in the event of any unexpected delays; (viii) other risks to consummation of the
proposed acquisition, including the risk that the proposed acquisition will not
be consummated within the expected time period, or at all, which may affect
Registrant's business and the price of the common stock of Registrant; (ix) any
adverse effects on Registrant by other general industry, economic, business
and/or competitive factors; (x) the COVID-19 pandemic, including the duration
and scope thereof, the availability of a vaccine or cure that mitigates the
effect of the virus, the potential for additional waves of outbreaks and changes
in financial, business, travel and tourism, consumer discretionary spending and
other general consumer behaviors, political, public health and other conditions,
circumstances, requirements and practices resulting therefrom; (xi) protest
activity in the U.S.; and (xii) such other factors as are set forth in
Registrant's periodic public filings with the SEC, including but not limited to
those described under the headings "Risk Factors" and "Forward Looking
Statements" in Registrant's Form 10-Q for the fiscal quarter ended October 31,
2020
, its Form 10-K for the fiscal year ended January 31, 2020, and in its other
filings made with the SEC from time to time, which are available via the SEC's
website at www.sec.gov. The consequences of material differences in results as
compared with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial loss,
legal liability to third parties and similar risks, any of which could have a
material adverse effect on Registrant's financial condition, results of
operations, credit rating or liquidity or stock price. These risks, as well as
other risks associated with the proposed acquisition, are more fully discussed
in the definitive proxy statement on Schedule 14A, which was filed with the SEC
on November 27, 2020, in connection with the proposed acquisition. In addition,
there can be no assurance that the proposed acquisition will be completed, or if
it is completed, that it will close within the anticipated time period, or that
the expected benefits of the proposed acquisition will be realized.



Forward-looking statements reflect the views and assumptions of management as of
the date of this communication with respect to future events. Registrant 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 Registrant
or any other person that the events or circumstances described in such statement
are material.



Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No. Description of Exhibit

99.1 News Release dated November 27, 2020.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).



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