News

An Update on the Essilor/Luxottica Merger

March 24, 2017 -- At a meeting of its Board of Directors this week, Essilor International took steps that moved along its proposed merger with eyewear giant Luxottica. At the meeting, the Board signed draft agreements regarding Delfin’s (Luxottica's holding company) financial contribution and the make-up of the new EssilorLuxottica governing board.
 
(You can read the entire statement here)

The Board took the steps after “having obtained the favorable opinions of the employee representative bodies on the proposed combination with Luxottica… and with the overwhelming support of Valoptec Association, an organization that brings together most of Essilor’s employee shareholders (accounting for approximately 8% of the share capital).
 
SHAREHOLDINGS EXCHANGE
Essilor’s Board signed the draft contribution agreements relating to
-- the transfer by Essilor International of substantially all of its activities and shareholdings to its fully-owned subsidiary, Delamare Sovra, to be renamed Essilor International; and
-- the contribution by Delfin of all its shares in Luxottica (62.55%) in exchange for new shares issued by Essilor, based on an exchange ratio of 0.461 Essilor share for one Luxottica share. 
 
GOVERNING BOARD
The proposed Board of Directors of EssilorLuxottica, as of the closing date of the Luxottica share contribution, would comprise eight people from Delfin and eight from Essilor International.
From Luxottica:
- Leonardo Del Vecchio, executive chairman and CEO of EssilorLuxottica; 
- Three directors representative of Delfin: Romolo Bardin, Giovanni Giallombardo and Francesco Milleri; and four additional directors: Rafaella Mazzoli, Gianni Mion, Lucia Morselli and Cristina Scocchia. 
From Essilor International: 
- Hubert Sagnières, executive vice-chairman and deputy CEO of EssilorLuxottica; 
- Juliette Favre, employee shareholder representative and chairman of Valoptec Association; 
- Four directors from Essilor’s current Board of Directors (Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pécoux; and two directors representing employees who will be appointed by the Works Council by the end of October 2017. 
Essilor also named new members to its Board of Directors, to be approved at the shareholders meeting in May. See them here.
 
WHAT’S NEXT
Essilor International will hold two shareholders’ meetings (a special meeting of holders of shares with double voting rights attached and a combined general shareholders’ meeting) on May 11, 2017. 
 
Essilor also noted that in addition to these agreements and appoints, “discussions concerning the notification process of the transaction to anti-trust authorities are progressing.”

According to Essilor, closing of the transaction is expected during the second half of 2017, subject to the fulfillment of the conditions precedent (authorizations by the authorities concerned), and would be followed by the mandatory public exchange offer initiated by EssilorLuxottica regarding all the shares issued by Luxottica that will remain outstanding.