Kering and Mayhoola jointly announced on September 10 that they “have agreed to amend their shareholders’ agreement (initially concluded at the time of Kering’s acquisition of a 30% stake in Valentino in 2023) and more specifically the framework of the evolution of Valentino’s shareholding.” According to this amendment, the current ownership structure of Valentino “will not change before 2028 at the earliest.” Media reports have linked the revised timeline to Kering’s debt load of about €9.5 billion.
The Nitty-Gritty: “Mayhoola’s put options on Kering exercisable in 2026 and 2027 for its remaining 70% stake in Valentino are now postponed to 2028 and 2029, respectively. Kering’s call option to acquire Mayhoola’s stake in 2028 is also deferred to 2029,” the groups stated. “All other contractual provisions relating to the options remain unaffected.”
Behind the Deal: The first leg of the deal, as announced in July 2023, saw the parties enter into a binding agreement in furtherance of which Kering would acquire a 30% shareholding in Valentino in exchange for €1.7 billion ($1.9 billion as of June 2023) with an option for Kering to acquire 100% of the share capital of Valentino “no later than 2028.” They also confirmed at the time that the transaction is “part of a broader strategic partnership, which could lead to Mayhoola becoming a shareholder in Kering.”
The $$$ and the Legal Angle
The 2023 deal, which came after years of speculation about Valentino’s future, pegged the fashion house’s value at nearly $6 billion. That figure, however, appears increasingly uncertain. Reuters noted that Kering’s most recent annual report estimated a full acquisition would cost around €4 billion, an amount tied to a multiple of Valentino’s earnings and therefore subject to change. On a call with analysts this summer, Kering Deputy CEO Jean-Marc Duplaix added that the final price would likely come in “substantially below” even that figure, given the brand’s current performance.
Looking beyond the dollar figures, an intriguing legal angle emerges in Valentino’s long-running clash over its name, which has pitted Valentino S.p.A. against Mario Valentino in litigation in the U.S. and Italy. At the center of the dispute is a co-existence agreement entered into four decades ago that places strict limits on how the “Valentino” brand name can be used on leather goods. In accordance with the agreement, Valentino must use “Valentino” and “Garavani” together (and not just “Valentino” alone) when advertising and selling leather goods, in order to minimize consumer confusion between the unaffiliated companies.
Against that background, Valentino filed suit against like-named Mario Valentino in U.S. federal court in July 2019, arguing that Mario Valentino and its U.S. licensee were on the hook for false advertising and unfair competition, among other claims, for “actively engaging in a campaign to trade off Valentino’s goodwill in the U.S. handbag market.” (The parties settled their stateside litigation in June 2024, but Valentino dismissed the matter without prejudice, leaving the door open to wage similar claims in the future in the important American market.)
Meanwhile, proceedings continue in Italy, including actions before the Court of Milan over Mario Valentino’s use of various Valentino-specific marks.
One of the more interesting elements of these cases is the extent to which the litigation may have been driven by Valentino/Mayhoola’s desire to maximize Valentino’s valuation in anticipation of a potential sale, a goal that could be complicated by the constraints of its trademark portfolio.
Valentino has a robust arsenal of trademark rights in/registrations for its name (“Valentino” for use on eyewear; “Valentino Garavani” on handbags, footwear, and clothing; its V logo on nearly any category of goods, etc.), all of which another party would take ownership of if it acquired the Valentino brand. However, it is not difficult to imagine that an acquiring party – like Kering – could take issue with the fact that one critical element is missing from the brand’s portfolio: its ability to use “Valentino,” on its own, on leather goods and footwear.
The Bottom Line: The lack of a super-tidy trademark portfolio for Valentino clearly has not stood in the way of a deal, both the Kering deal and the Mayhoola and Permira acquisitions before that are proof. However, it will be interesting to see how the web of proceedings that are still underway in Italy between Valentino and Mario Valentino is ultimately resolved and the extent to which the outcomes will impact the potential for – and the price of – a full buyout of the Valentino brand by Kering post-2028.
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