In surprise twist, Armani's will sets stage for sale of fashion empire

By Elisa Anzolin

MILAN (Reuters) - Late designer Giorgio Armani instructed heirs to gradually sell the fashion house he created 50 years ago or seek a market listing, his will said, setting off a race to control one of the world's best-known brands and a major shift for a company highly protective of its independence and Italian roots.

The designer, known in the industry as "King Giorgio", died on September 4, at 91 and with no children to inherit his fashion empire, which industry analysts value at between 5 billion and 12 billion euros ($5.9 billion-$14 billion). 

The will, comprising two documents filed with a notary in March and April this year respectively and reviewed by Reuters, states heirs should sell an initial 15% stake in the Italian fashion house within 18 months of Armani's death. They should later transfer an additional 30% to 54.9% stake to the same buyer between three and five years after the designer's death.

The will also says that priority should be given to luxury giant LVMH, beauty heavyweight L'Oreal, eyewear leader EssilorLuxottica or another group of "equal standing" identified by a foundation the designer set up to preserve his legacy with the agreement of Armani's business and life partner Pantaleo Dell'Orco.

The explicit mention of stake sales and of France-listed players as potential buyers comes as a surprise, given Giorgio Armani's persistent refusal to dilute his control or list his fashion group, which industry experts say retains appeal despite a global luxury slowdown.

As an alternative to the sale of the second tranche of shares, an initial public offering should be pursued, in Italy or in a market of equal standing, the will said.

These types of provisions are essentially binding and could be challenged in court if not fulfilled, according to the Italian notary association.

EssilorLuxottica, controlled by the heirs of Italian entrepreneur Leonardo Del Vecchio and with commercial ties to Armani, said in a statement it would consider a possible deal. 

French cosmetics group L'Oreal, which holds a licensing agreement with the Armani group until 2050, also said on Friday it will study the opportunity.

LVMH, controlled by French billionaire Bernard Arnault, declined to comment.

ARMANI ENTERS NEW ERA

Over the years, the brand that revolutionised modern fashion through its minimalist jackets and suits received several approaches, including one in 2021 from John Elkann, scion of Italy's Agnelli family, and another from luxury brand Gucci, when Maurizio Gucci was still at the helm.

Armani was the sole major shareholder of the company he set up with his late partner Sergio Galeotti in the 1970s and over which he maintained a tight rein - both creative and managerial - until the very end.

He leaves behind a business which generated relatively stable revenue - 2.3 billion euros ($2.7 billion) in 2024 - but whose operating profits have shrunk to less than 3% of revenue, according to Berenberg's calculations.

The will, which lists six different types of shares with different voting rights, gives the Fondazione Giorgio Armani and Dell'Orco 30% and 40% of the company voting rights, respectively, meaning they would together control the fashion group with 70% of total. 

The foundation will retain a 30.1% stake in a listing and in a sale.

"The Fondazione .. shall never hold less than 30% of the capital, thereby acting as a permanent guarantor of compliance with the founding principles," Armani's executive committee said in a statement, adding that the foundation will propose the name of Giorgio Armani's successor as group CEO.

The foundation's five-member board will be chaired by Dell'Orco, in accordance with bylaws. Other board members include Rothschild partner Irving Bellotti, Armani's nephew Andrea Camerana and two family outsiders, a person close to the matter told Reuters.

Heirs should consider other fashion and luxury companies with which the Armani group has commercial ties for a future sale, the will also said.

The Armani group has commercial partnerships with both L'Oreal and EssilorLuxottica.

Yet, with a market value of 240 billion euros and a reputation for being a patient and supporting minority investor, LVMH may ultimately prevail.

"We think that LVMH would likely be the most interested, of the three, in a stake, were it to become available, given the strategic fit," analysts at Berenberg said in a note. They said the group could easily afford to buy Armani, which they valued at between 5 and 7 billion euros.

($1 = 0.8530 euros)

(Writing by Lisa Jucca, editing by Giulia Segreti, Tomasz Janowski and Susan Fenton)