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    Amendment: SEC Form SC 13D/A filed by Koninklijke Philips N.V. NY Registry Shares

    6/25/24 4:35:57 PM ET
    $PHG
    Medical Electronics
    Health Care
    Get the next $PHG alert in real time by email
    SC 13D/A 1 d826824dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 2 )*

     

     

    Koninklijke Philips NV

    (Name of Issuer)

    Ordinary shares, par value €0.20 per share

    (Title of Class of Securities)

    None

    (CUSIP Number)

    Jeff Hendrickson, Esq.

    Allen Overy Shearman Sterling LLP

    One Bishops Square

    London E1 6AD

    United Kingdom

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    June 21, 2024

    (Date of Event which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

     

     

    Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

     

     

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 000000000

     

     1   

     NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     

       Giovanni Agnelli B.V.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS* (see instructions)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     The Netherlands

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

     

        7   

     SOLE VOTING POWER

     

     163,717,857

        8  

     SHARED VOTING POWER

     

     0

        9  

     SOLE DISPOSITIVE POWER

     

     163,717,857

       10  

     SHARED DISPOSITIVE POWER

     

     0

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     163,717,857

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see instructions)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     17.51%

    14  

     TYPE OF REPORTING PERSON* (see instructions)

     

     HC, CO

     

    Page 2 of 9


    CUSIP No. 000000000

     

     1   

     NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     

     Exor N.V.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (see instructions)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS* (see instructions)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     The Netherlands

    NUMBER OF

    SHARES

    BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH:

     

        7   

     SOLE VOTING POWER

     

     163,717,857

        8  

     SHARED VOTING POWER

     

     0

        9  

     SOLE DISPOSITIVE POWER

     

     163,717,857

       10  

     SHARED DISPOSITIVE POWER

     

     0

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     163,717,857

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (see instructions)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     17.51%

    14  

     TYPE OF REPORTING PERSON* (see instructions)

     

     HC, CO

     

    Page 3 of 9


    This Amendment No. 2 (the “Amendment No. 2”) relates to the Schedule 13D filed on August 23, 2023 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 (the “Amendment No. 1”) on May 14, 2024 (together with the Original Schedule 13D, the “Schedule 13D”), which were filed with the Securities and Exchange Commission by (1) Giovanni Agnelli B.V. (“G.A.”) and (2) Exor N.V. (“Exor”) (each a “Reporting Person”, and collectively referred to herein as the “Reporting Persons”) with respect to the ordinary shares (the “Shares”) of Koninklijke Philips NV (“Philips” or the “Issuer”).

    Item 2. Identity and Background.

    The information set forth in Schedule A of Item 2 (c) of the Original Schedule 13D is hereby amended to the information set forth in Schedule A attached hereto.

    Item 3. Source and Amount of Funds or Other Consideration.

    The information set forth in Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information:

    The Reporting Persons acquired an additional 19,547,707 Shares for an aggregate purchase price (subject to adjustment) of approximately €481 million. An additional 4,872,647 Shares were received as part of the Issuer’s dividend distribution in May 2024. The Reporting Persons own a total of 163,717,857 Shares having spent to date approximately €3.3 billion in relation to the acquisition of the Shares. All Shares purchased by the Reporting Persons were purchased using investment capital of the Reporting Persons.

    Item 5. Interest in Securities of the Issuer.

    Item 5 of the Schedule 13D is hereby amended and supplemented with the following information:

     

      (a)

    Rows (11) and (13) of the cover pages to this Amendment No. 2 are incorporated by reference herein.

     

      (b)

    Rows (7) through (10) of the cover pages to this Amendment No. 2 are hereby incorporated by reference.

     

      (c)

    The information set forth in Items 3 of this Amendment No. 2 is incorporated by reference herein. The transactions in the class of securities reported on this Amendment that were effected during the past 60 days by or on behalf of the Reporting Persons are set forth in Schedule B. Other than those transactions, there were no other such transactions by the Reporting Persons that were effected during the past 60 days.

     

      (d)

    Neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities indicated in this Item 5.

     

      (e)

    Not Applicable

    Item 7. Material to be Filed as Exhibits.

     

    Exhibit Number   

    Description of Exhibits

    99.1    Joint Filing Agreement (filed herewith)

     

    Page 4 of 9


    CUSIP No. 000000000

    SIGNATURE

    After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

     

    Dated: June 25, 2024     Giovanni Agnelli B.V.
        By:  

    /s/ Guido De Boer

        Name:   Guido De Boer
        Title:   Authorized Signatory
        Exor N.V.
        By:  

    /s/ Guido De Boer

        Name:   Guido De Boer
        Title:   Authorized Signatory

     

    Page 5 of 9


    SCHEDULE A

    Giovanni Agnelli B.V. (“G.A.”)

    Set forth below are the names, business address, present principal occupation or employment of each board member of G.A. Unless otherwise indicated, the business address of each person listed below is c/o Giovanni Agnelli B.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

     

    Name and Position with G.A.    Principal Employment, Employer and Business Address    Citizenship
    Jeroen Preller Chairman and Board Member    Partner NautaDutilh, Weena 800, 3014 DA Rotterdam, the Netherlands.    Dutch citizen
    Andrea Agnelli Board Member    Executive Chairman Lamse S.p.A., Piazza CLN 255, 10123 Turin, Italy; Member of the Advisory Board BlueGem Capital Partners LLP, Eagle House 5th Floor, 108 - 110 Jermyn Street, London, SW1Y 6EE, UK;    Italian citizen
       President Fondazione del Piemonte per l’Oncologia, Strada Provinciale 142 - KM 3.95, 10060 Candiolo TO, Italy.   
       Vice-Chairman European Super League Company, S.L., c/ José Ortega y Gasset, 29, 5th floor, 28006 Madrid, Spain;   
       Statutory Director Preun BV, Prinsengracht 757, 1017 JZ Amsterdam, the Netherlands.   
    John Brouwer Board Member    Of Counsel at Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands;    Dutch citizen
       Judge at the Tax Chamber of the Court of North Holland, the Netherlands.   
    Niccolò Camerana Board Member    Principal at Stellantis Ventures B.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands.    Italian citizen
       Board member Scorpio Tankers, Inc. 99, Boulevard du Jardin Exotique, MC 98000, Monaco.   
    Benedetto Della Chiesa Board Member    Private entrepreneur;    Italian citizen
       Board Member and Vice-President of investment vehicle Argo 3, promoted by Ulixes Capital Partners S.r.l., Via di Torre Argentina 21, 00186 Roma, Italy.   
    Luca Ferrero de Gubernatis Ventigmiglia Board Member    Self-employed.    Italian citizen
    Alexandre von Furstenberg Board Member    Chief Investment Officer of Ranger Global Advisors, LLC, 14 Beverly Park, Beverly Hills, CA 90212, USA.    US citizen
    Filippo Scognamiglio Board Member    Managing Director & Partner Boston Consulting Group, 10 Hudson Yards, New York, NY 1000, USA.    US citizen
       Board member of The Boston Consulting Group, Inc., Boston, USA   

    Exor N.V. (“Exor”)

    Set forth below are the names, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) of the chief executive officer and each director of Exor. Unless otherwise indicated, the business address of each person listed below is c/o Exor N.V., Gustav Mahlerplein 25, 1082 MS Amsterdam, The Netherlands.

     

    Page 6 of 9


    Name and Position with Exor

      

    Principal Employment, Employer and Business Address

      

    Citizenship

    John Elkann Chief Executive Officer    Chairman Stellantis N.V., Taurusavenue 1, 2132 LS Hoofddorp, the Netherlands;    Italian citizen
       Chairman Ferrari N.V., Via Abetone Inferiore 4, 41053 Maranello, Italy;   
       Chairman GEDI Gruppo Editoriale S.p.A., Via Ernesto Lugaro 15, 10126 Turin, Italy;   
       Chairman Fondazione Giovanni Agnelli;   
       Member of the Board of Directors Pinacoteca Giovanni e Marella Agnelli, Via Nizza n. 230/103, 10126 Turin, Italy;   
       Member of the Board of Directors Institut Mérieux, 17, rue Bourgelat, 69002 Lyon, France.   
    Nitin Nohria Chairman and Senior Non-Executive Director    Distinguished Service University Professor at Harvard Business School, Boston, MA 02163, USA;    US citizen
       Chairman Thrive Capital, NYC, New York, USA;   
       Director Anheuser-Busch InBev, Grand Place 1, 1000 Brussels, Belgium;   
       Member Board of Trustees Bridgespan Group, 2 Copley Place, 7th Floor, Suite 3700B, Boston, MA 02116, USA;   
       Chairman Rakuten Medical, 11080 Roselle Street, San Diego, CA 92121, USA;   
       Director Massachusetts General Brigham, Boston, USA.   
    Melissa Bethell Non-Executive Director    Senior Advisor Atairos, 17 Duke of York Street, London SW1Y 6LB, UK;    British citizen
       Non-Executive Director Tesco Plc, Tesco House, Shire Park, Kestrel Way, Welwyn Garden City, Hertfordshire AL7 1GA, UK;   
       Non-Executive Director Diageo Plc, 16 Great Marlborough Street London W1F 7HS, UK;   
       Chair Ocean Outdoor, an Atairos investee company, 25 Argyll Street, London W1F 7TU, UK.   
    Marc Bolland Non-Executive Director    Senior Adviser Blackstone Group International Partners LLP, 40, Berkeley Square, London WU SAL, UK;    Dutch citizen
       Non-Executive Director, The Coca-Cola Company, 1 Coca Cola Plz NW, Atlanta, GA 30313, USA;   
       Vice-President Unicef UK, 1 Westfield Avenue, London E20 1HZ, UK;   
       Deputy Chairman of the Trustee Board of the Royal Collection Trust, York House, St. James’s Palace, London, England, SW1A 1BQ, UK;   
       Chairman of the Royal Collection Enterprises, York House, St. James’s Palace, London, SW1A 1BQ, UK.   
    Tiberto Brandolini d’Adda Non-Executive Director    Independent member of the Board of Directors YAFA S.p.A., Corso Vittorio Emanuele II 72 Torino, Torino, 10121 Italy.    Italian citizen
    Laurence Debroux Non-Executive Director    Member of the Board of Directors Novo Nordisk A/S, Novo Allé, 2880 Bagsvaerd, Denmark;    French citizen
       Non-Executive Director Kite Insights, The Conduit Club, 6 Langley Street, London, England WC2H 9JA, UK;   
       Member of the Supervisory Board of Randstad N.V., Diemermere 25, 1112 TC Diemen, the Netherlands.   

     

    Page 7 of 9


    Sandra Dembeck    Chief Financial Officer of Zalando SE, Valeska-Gert-Straße 5, 10243 Berlin, Germany.    German citizen
    Non-Executive Director      

    Axel Dumas

    Non-Executive Director

       Chief Executive Officer Hermès International, 24, rue du Faubourg Saint-Honoré 75008 Paris.    French citizen

    Ginevra Elkann

    Non-Executive Director

       President Pinacoteca Giovanni e Marella Agnelli, Via Nizza n. 230/103, 10126 Turin, Italy;    Italian citizen
       President Asmara Films S.r.l., Via Giuseppe Sacconi 4/b, 00196 Rome, Italy; Member of the Advisory Board Christie’s, 8 King Street, London SWlY 6QT, UK; Board member Fondation Cartier, 261, Boulevard Raspail—75014 Paris, France; Member of the Board of Trustees American Academy in Rome, Via Angelo Masina 5, 00153 Rome, Italy;   
       Member of the Advisory Board UCCA, 798 Art District, No. 4 Jiuxianqiao Road, Chaoyang District, Beijing 100015, China;   
       Director Christian Louboutin SAS, 9, Rue Jean Jacques Rousseau, Paris, 75001 France.   
    Alessandro Nasi    Chairman Comau S.p.A., Via Rivalta 30, 10095 Grugliasco, Italy;    Italian citizen
    Non-Executive Director    Chairman Iveco Defence Vehicles S.p.A., Via Alessandro Volta, 6-39100 Bolzano, Italy;   
       Chairman Astra Veicoli Industriali S.p.A., Via Caorsana 79, 29122 Piacenza, Italy;   
       Chairman GVS S.p.A., Via Roma, 50, 40069 Zona Industriale BO, Italy;   
       Director CNH Industrial N.V., 25 St. James’s Street, London, SW1A 1HA, UK;   
       Director Iveco Group N.V., Via Puglia n. 35, Turin, Italy;   
       Director KIRKBI A/S, Koldingvej 2, n7190 Billund, Denmark;   
       Member of the Advisory Board Lego 4G, Aastvej 1, 7190 Billund, Denmark;   
       Board member Istituto Italiano di Tecnologia, via Morego 30, 16163 Genoa, Italy;   
       Member of the Strategic Advisory Board of 3 Boomerang Capital, 382 Greenwich   
       Avenue - Suite One, Greenwich, CT 06830, USA.   

     

    Page 8 of 9


    SCHEDULE B

    Transactions by Reporting Persons in the shares of the Issuer During the Past 60 Days

     

    Date

       Buy/Sell      Number of Shares      Purchase Price  

    30-Apr-24

         BUY        168,417      € 25.1221  

    2-May-24

         BUY        885,389      € 24.9992  

    3-May-24

         BUY        672,772      € 25.0272  

    6-May-24

         BUY        419,530      € 24.8842  

    7-May-24

         BUY        597,293      € 24.8442  

    8-May-24

         BUY        573,706      € 24.3727  

    9-May-24

         BUY        710,983      € 24.4187  

    10-May-24

         BUY        700,000      € 24.8590  

    13-May-24

         BUY        542,155      € 25.2094  

    14-May-24

         BUY        746,713      € 25.0707  

    15-May-24

         BUY        239,238      € 25.1404  

    16-May-24

         BUY        13,821      € 25.2407  

    24-May-24

         BUY        960,882      € 24.7188  

    27-May-24

         BUY        101,482      € 24.9605  

    28-May-24

         BUY        961,410      € 25.2044  

    29-May-24

         BUY        610,589      € 25.1646  

    30-May-24

         BUY        533,091      € 25.2310  

    31-May-24

         BUY        627,126      € 25.0933  

    13-Jun-24

         BUY        879,034      € 24.1709  

    14-Jun-24

         BUY        990,125      € 24.0575  

    17-Jun-24

         BUY        900,439      € 23.8268  

    18-Jun-24

         BUY        883,751      € 24.0212  

    19-Jun-24

         BUY        597,078      € 24.0917  

    20-Jun-24

         BUY        1,169,550      € 24.4994  

    21-Jun-24

         BUY        1,009,089      € 24.6359  

    24-Jun-24

         BUY        1,113,694      € 24.5169  

    25-Jun-24

         BUY        1,940,350      € 24.0805  
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      Medical Electronics
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    • SEC Form 6-K filed by Koninklijke Philips N.V. NY Registry Shares

      6-K - KONINKLIJKE PHILIPS NV (0000313216) (Filer)

      3/24/25 8:18:19 AM ET
      $PHG
      Medical Electronics
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    • SEC Form 6-K filed by Koninklijke Philips N.V. NY Registry Shares

      6-K - KONINKLIJKE PHILIPS NV (0000313216) (Filer)

      2/21/25 10:15:15 AM ET
      $PHG
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    • Philips delivers on Q1 results, with ongoing order intake growth

      May 6, 2025Q1 2025 Group performance Group sales EUR 4.1 billion, reflecting a 2% decline in comparable sales growth mainly due to China; slightly ahead of company outlook due to Personal Health growth and royalty phasingComparable order intake increased 2% despite China declineIncome from operations increased to EUR 154 millionAdjusted EBITA margin declined 80 bps to 8.6% of sales, driven by sales phasingFree cash outflow of EUR 1,091 million included EUR 1,025 million payment for Philips Respironics recall-related medical monitoring and personal injury settlements in USUpdated full year 2025 outlook for Adjusted EBITA margin and free cash flow; sales outlook remains unchanged Roy Jakobs,

      5/6/25 1:00:00 AM ET
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    • Philips convenes the Annual General Meeting of Shareholders 2025

      March 24, 2025Amsterdam, the Netherlands – Royal Philips (NYSE:PHG, AEX: PHIA)) today announced it has convened the Annual General Meeting of Shareholders (AGM) 2025 and published the agenda with explanatory notes.As previously announced, the agenda includes: Proposal to appoint Mr Bob White (American, 1962) as a new member of the Supervisory Board, with effect from May 8, 2025.Proposals to re-appoint Ms Indra Nooyi (American, 1955) and Ms Chua Sock Koong (Singaporean, 1957) as members of the Supervisory Board, with effect from May 8, 2025.Proposal to re-appoint Mr Marnix van Ginneken (Dutch, 1973) as a member of the Philips Board of Management, with effect from May 8, 2025.  The agenda fu

      3/24/25 4:00:00 AM ET
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    • Philips delivers growth, improved profitability, and strong cash flow in Q4 and 2024; continues solid execution of its three-year plan

      February 19, 2025Full Year and Q4 Group performance highlights Sales of EUR 18.0 billion in 2024, comparable sales growth 1%; EUR 5.0 billion in Q4, comparable sales growth 1%, despite double-digit decline in ChinaComparable order intake increased 1% in 2024; up 2% in Q4, despite double-digit decline in ChinaIncome from operations was EUR 529 million in 2024; EUR 199 million in Q4Adjusted EBITA margin increased 90 basis points to 11.5% of sales in 2024; up 60 basis points to 13.5% in Q4Net cash flow from operating activities was EUR 1,569 million in 2024; EUR 1,459 million in Q4Free cash flow was EUR 906 million in 2024; EUR 1,285 million in Q4Finalized Philips Respironics recall-related me

      2/19/25 1:00:00 AM ET
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    • Philips upgraded by Exane BNP Paribas

      Exane BNP Paribas upgraded Philips from Neutral to Outperform

      2/25/25 7:12:36 AM ET
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    • Philips upgraded by UBS

      UBS upgraded Philips from Neutral to Buy

      2/20/25 7:05:01 AM ET
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    • Philips upgraded by Jefferies

      Jefferies upgraded Philips from Underperform to Hold

      10/29/24 6:28:08 AM ET
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