News Release: Essilor shareholders approve the combination between Essilor and Luxottica
11 Mai 2017 - 6:31PM
Essilor
shareholders approve the combination
between Essilor and Luxottica
-
All resolutions widely
approved
-
Another important step taken
towards the combination between Essilor and Luxottica
-
Essilor's dividend set at €1.50
per share, up 35%
PDF Version of the news release
(Charenton-le-Pont, France, 11 May 2017 - 6:30 pm)
- Essilor International's Special Meeting and
Combined General Meeting were held today at the Maison de la
Mutualité in Paris, chaired by Hubert Sagnières, the Group's
Chairman and CEO, and in the presence of Leonardo Del Vecchio,
Executive Chairman of Luxottica.
Strong support
for the combination between Essilor and Luxottica
Essilor's shareholders approved
all the resolutions proposed to the two meetings, including those
concerning the planned combination between Essilor and Luxottica.
They therefore approved:
Leonardo Del Vecchio - Chairman
and CEO of EssilorLuxottica;
Three directors representing Delfin - Romolo Bardin, Giovanni
Giallombardo and Francesco Milleri;
Four additional directors - Rafaella Mazzoli, Gianni Mion, Lucia
Morselli and Cristina Scocchia.
Hubert Sagnières, Vice Chairman
and Deputy CEO of EssilorLuxottica;
Juliette Favre, representing the employee shareholders of the
Valoptec Association;
Four directors of the current Essilor Board of Directors: Henrietta
Fore, Bernard Hours, Annette Messemer and Olivier Pécoux;
Two employee representative directors, to be appointed by the
Central Works Council by the end of 2017.
-
The contribution by Delfin (holding company
owning approximately 62% of Luxottica shares) of all its Luxottica
shares to Essilor;
-
The contribution of almost all Essilor's
activities and equity interests into a wholly-owned
subsidiary ;
-
The issue of new shares in the context of the
mandatory public exchange offer, to be launched by
EssilorLuxottica* for the remaining Luxottica shares;
-
The cancellation of double voting rights;
-
The modified bylaws of Essilor and the future
bylaws of EssilorLuxottica*, including, in particular, the new
corporate name "EssilorLuxottica", the update of the corporate
purpose, the cancellation of double voting rights and a new voting
cap provision.
Hubert Sagnières, Chairman and CEO of Essilor, commented:
"I am delighted with the outstanding support of
Essilor shareholders for the planned combination between Essilor
and Luxottica, which has just taken a decisive step forward. With a
presence across all segments of the optics industry, the new group
will provide concrete and innovative solutions to the challenge of
improving the world's eyesight."
The passing of these resolutions
marks a new and important step forward in the planned combination
between Essilor and Luxottica, to create a leading global player in
the optics sector, combining the two groups' recognised and
complementary skills.
The Essilor shareholders' vote in
favour of the combination follows unanimous favorable opinions of
Essilor's Central Works Council and European Works Council and
clear support for the project from the employee shareholders in the
Valoptec Association.
The combination is therefore
proceeding according to the planned timetable. Final completion of
the contribution by Delfin of its Luxottica shares to Essilor is
expected to occur by the end of 2017.
Essilor
International: new Board of Directors
Resolutions regarding the
governance of Essilor International were also approved by a very
strong majority: Laurent Vacherot becomes a director; the
appointment of Jeanette Wong has been ratified; and the mandates of
Juliette Favre, Philippe Alfroid, Yi He and Hubert Sagnières have
been renewed.
The Board of Directors together
around Hubert Sagnières, all of whose members attended this general
meeting, will continue to manage the activities of Essilor
International and to support its development during the preparation
for the combination with Luxottica and after the new combined group
has been created.
The proportion of women within the
Board has now reached 42.9%; its independence rate is 63.6%*; and
it includes six nationalities (German, US, Canadian, Chinese,
French and Singaporean).
About Essilor
The world's leading ophthalmic optics company,
Essilor designs, manufactures and markets a wide range of lenses to
improve and protect eyesight. Its mission is to improve lives by
improving sight. To support this mission, Essilor allocates more
than €200 million to research and innovation every year, in a
commitment to continuously bring new, more effective products to
market. Its flagship brands are Varilux®,
Crizal®,
Transitions®,
EyezenTM,
Xperio®, Foster
Grant®,
BolonTM and
Costa®. It also
develops and markets equipment, instruments and services for
eyecare professionals.
Essilor reported consolidated revenue of more than
€7.1 billion in 2016 and employs approximately 64,000 people
worldwide. It markets its products in more than 100 countries and
has 33 plants, 490 prescription laboratories and edging facilities,
as well as 5 research and development centers around the world (as
of December 31, 2016). For more information, please visit
www.essilor.com.
The Essilor share trades on the Euronext Paris
market and is included in the Euro Stoxx 50 and CAC 40
indices.
Codes and symbols: ISIN: FR0000121667; Reuters:
ESSI.PA; Bloomberg: EI:FP.
CONTACTS
Investor Relations
Véronique Gillet - Sébastien Leroy
Ariel Bauer - Alex Kleban
Tel.: +33 (0)1 49 77 42 16 |
Corporate Communications
Lucia Dumas
Tel.: +33 (0)1 49 77 45 02 |
Media Relations
Maïlis Thiercelin
Tel.: +33 (0)1 49 77 45 02 |
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Source: Essilor International via Globenewswire