What was first announced in January of 2017—that Essilor and Luxottica planned to merge—has finally come to completion, with both optical giants revealing today the successful completion of the corporate combination. All conditions of the proposed merger, including clearance from antitrust authorities around the globe (including the United States), approval by Essilor shareholders, and the hive-down of substantially all Essilor activities to Essilor International SAS (a wholly-owned subsidiary of Essilor), have now been met.
Following the contribution by Delfin (the majority shareholder of Luxottica) of its 62.42% stake in Luxottica to Essilor today, Essilor became the parent company of Luxottica and was renamed EssilorLuxottica.
EssilorLuxottica is now the undisputed global leader in the design, manufacture, and distribution of ophthalmic lenses, prescription frames, and sunglasses. It has already unveiled its new visual identity and corporate website: www.essilor-luxottica.com.
To read the official announcement, including plans for the exchange of stock shares and the creation of executive leadership, governance, and structure, click HERE.
To follow along the path the companies had to take to complete its merger, from the first announcement in January 2017, read EB's past reporting here.
According to a statement released by the new company today, EssilorLuxottica will launch in accordance with Italian law a Mandatory Exchange Offer to acquire all remaining issued and outstanding shares of Luxottica not already owned by EssilorLuxottica with a view to eventually delisting Luxottica’s shares from trading.
Following the closing, EssilorLuxottica has a share capital made of 358,840,853 shares. Its main shareholders are Delfin (38.93% of capital with voting rights capped at 31%) and EssilorLuxottica employees (4.9%). The remaining 56.8% of the shares are being publicly held.
Starting Oct. 2, EssilorLuxottica shares will be traded on Euronext Paris, under the ticker symbol EL with the same ISIN code FR0000121667. They will be part of the CAC 40 and Euro Stoxx 50 indices.
Leonardo Del Vecchio, Luxottica’s executive chairman, now serves as EssilorLuxottica’s executive chairman. Hubert Sagnières, chairman and CEO of Essilor, now serves as EssilorLuxottica’s executive vice chairman with equal powers to those of the executive chairman.
Del Vecchio and Sagnières keep their respective positions as executive chairman of Luxottica and CEO of Essilor International SAS. Essilor International SAS and Luxottica maintain their respective Boards of Directors.
The Nomination and Compensation Committee will be mandated before the end of January 2019 to lead the search process for a CEO.