Must-Read: BoF's Revealing Exclusive

The departure of Natalie Massenet from Net-a-Porter, the company she famously founded from her kitchen table back in 1999, left the fashion world reeling. And the reasons for her sudden exit from the group were far from clear.

But earlier this week, the Business of Fashion exclusively revealed the extent of the boardroom battles surrounding the saga. Imran Amed’s groundbreaking piece sheds light on how Natalie Massenet and founding investor Carmen Busquets saw the company they had built effectively sold from under their feet; how Yoox’s Federico Marchetti struck the ‘deal of a lifetime’, and what the future holds for all parties involved. Here is an outline of the BoF Exclusive’s parts:

The Right of First Refusal

In Part 1, the article details how a condition of its investment in Net-a-Porter, was that Richemont, the Swiss luxury goods conglomerate, secured pre-emption rights, also known as the right of first refusal. These would allow the company to match any offers to purchase the Net-a-Porter business, should it attract acquisition interest.

“No one else wanted to invest at the time. Remember, we are talking about 2002, when everyone was unsure about the future of the internet after the dotcom bubble burst and after the economic crash of 9/11.”   - Carmen Busquets

And it was this fateful clause, according to a close friend and financial advisor of CoutureLab’s Carmen Busquets, which would cause future problems.

The Deal of a Lifetime

When Richemont and Yoox announced the merger with Net-a-Porter at a valuation of about £950 million, it was considered a huge victory for Founder and Chief Executive of Yoox, Federico Marchetti. But it begged the question: why exactly would Richemont agree to sell the business for less, when a higher offer was on the table?

 “The number that was given was a number calculated by Richemont themselves. And the banks, without undertaking any due diligence or examination, said, ‘Yes that is fine,’ and gave the impression that was their number.  They made no approach at all to the company itself to get any financial information.”  - Lord Gold, legal adviser to Carmen Busquets

What the Future Holds

In addition to a newly merged entity's ability to exploit synergies and combine teams and cultures, the success of mergers must also be measured by whether the management of the newly formed company can build something greater than the sum of its parts. And it is here where there are the greatest questions, still to be answered, about YNAP’s future.

For Natalie Massenet, 2015 ended on a high note as she was awarded a Damehood in the Queen’s New Year’s Honours List, and also retained her position as chairman of the British Fashion Council.  The entrepreneur also set-up a new company, Imaginary Ventures.

As for the dispute between Richemont and Net-a-Porter’s minority shareholders who believe that Richemont deliberately undervalued the Net-a-Porter business, the journey to do Net-a-Porter justice continues.

“We have sought legal advice and now have six years to decide if and how we want to proceed.”  - Carmen Busquets

Read the article in full here.