Proposed
combination
of Essilor and Luxottica progressing
-
Signature of the contribution agreements
-
Structuring of EssilorLuxottica
-
Adoption of the future governance of Essilor
International
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release
Charenton-le-Pont, France (March 23, 2017 - 5:45
pm) - Having obtained the favorable
opinions of the employee representative bodies on the proposed
combination with Luxottica announced on January 16, 2017, 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), Essilor
International has taken another step towards the finalization of
the transaction.
As such, at its meeting of March
22, 2017, the Board of Directors of Essilor International
approved:
1. The signing of 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;
- the contribution by Delfin of all
its shares in Luxottica (62.55%)[1] in exchange
for new shares issued by Essilor, based on an exchange ratio of
0.461 Essilor share for one Luxottica share.
BNP Paribas conducted an appraisal
of this contribution and issued a fairness opinion.
2. The filing and registration
with the Autorité des Marchés Financiers, by
April 10, 2017 at the latest, of the information document (Document
E) describing the rationale for the transaction as well as the main
principles of the Combination Agreement, namely: the creation of a
global integrated player via the combination of two complementary
players, as part of a partnership approach based on an equal
structuring between the two parties. In accordance with what was
announced on January 16, 2017, Essilor, the acquirer of the
Luxottica shares and to be renamed EssilorLuxottica, will be listed
on Euronext Paris and will retain its registered office in France.
The management structures and teams - in particular financial - of
the new combined entity will be based in France.
3. Draft resolutions relating to the proposed
combination of Essilor International and Luxottica to be submitted
for the approval of the General Shareholders' Meeting of May 11,
2017 and in particular the names of the directors who would,
subject to shareholder approval, sit on the Board of Directors of
EssilorLuxottica as of the closing date of the Luxottica share
contribution, namely:
- Eight members appointed by
Delfin:
- Leonardo Del VECCHIO, Executive
Chairman and CEO of EssilorLuxottica;
- Three directors representative of
Delfin: Romolo BARDIN, Giovanni GIALLOMBARDO and Francesco
MILLERI;
- Four additional directors:
Rafaella MAZZOLI, Gianni MION, Lucia MORSELLI and Cristina
SCOCCHIA.
- Eight members appointed by
Essilor Interational:
- Hubert SAGNIÈRES, Executive
Vice-Chairman and Deputy CEO of EssilorLuxottica;
- Juliette FAVRE, Employee
Shareholder Representative and Chairman of Valoptec
Association;
- Four directors from the current
Board of Directors of Essilor: Henrietta FORE, Bernard HOURS,
Annette MESSEMER and Olivier PÉCOUX;
- Two directors representing
employees who will be appointed by the Works Council by the end of
October 2017.
4. Changes to Essilor International's governance
at the close of the General Shareholders' Meeting of May 11, 2017
(subject to Shareholders' approval) with the appointments of:
- Jeannette WONG, a DBS Group
Executive, appointed on a provisional basis to the Board of
Directors of Essilor International as from March 22, 2017, with her
appointment to be submitted for ratification by the General
Shareholders' Meeting, to replace Benoît BAZIN who expressed his
wish to have his term of office as Director terminated. The Board
of Directors would like to thank him for his significant
contribution over the past 8 years;
- Laurent VACHEROT, President and
Chief Operating Officer of Essilor since December 6, 2016.
Subject to shareholder approval, following the General
Shareholders' Meeting of May 11, 2017 the Board of Directors of
Essilor International will consist of the following members:
-
Hubert SAGNIÈRES, Chairman and CEO of Essilor
International(2)
-
Philippe ALFROID, Non-independent
Director([2])
-
Antoine BERNARD DE SAINT-AFFRIQUE, Independent
Director
-
Maureen CAVANAGH, Director representing employee
shareholders
-
Juliette FAVRE, Director representing employee
shareholders(2)
-
Henrietta FORE, Independent Director
-
Louise FRÉCHETTE, Independent Director
-
Yi HE, Director representing employee
shareholders(2)
-
Frank HENRIONNET, Director representing
employees
-
Bernard HOURS, Independent Director
-
Annette MESSEMER, Independent Director
-
Marc ONETTO, Independent Director
-
Olivier PECOUX, Non-independent Director
-
Laurent VACHEROT, President and Chief Operating
Officer of Essilor International([3])
-
Jeanette WONG, Independent Director(3)
Composition of the Board of Directors of the new Essilor
International (formerly Delamare Sovra) as of the closing date of
the Luxottica share contribution:
The composition of the Board of Directors would be identical to the
above, with the Director representing employees being selected from
among the two Directors representing employees sitting on the
EssilorLuxottica Board of Directors.
Next steps
(also see Appendices):
Essilor International will hold two Shareholders' Meetings (Special
Meeting of holders of shares with double voting rights attached and
Combined General Shareholders' Meeting) on May 11, 2017.
In addition, discussions concerning the notification process of the
transaction to anti-trust authorities are progressing.
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 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. 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 |
Appendices
At the latest March 24, 2017 |
Publication of the contribution agreement between Essilor
International and Delfin relating to the contribution of Luxottica
shares by Delfin |
March 29, 2017 |
Publication
of the contribution agreement between Essilor International and
Delamare Sovra relating to the hive down of the activities of
Essilor International to Delamare Sovra
Publication of the draft resolutions submitted to the Shareholders'
Meetings to be held on May 11, 2017 |
At the latest April 10, 2017 |
Filing of
Document E to the AMF |
End of April 2017 |
General
Meetings of bond holders to approve (i) the proposed hive-down of
assets and liabilities related to the operating activities of
Essilor International to its subsidiary Delamare Sovra and
resulting treatment of their bonds, (ii) the change in the
corporate purpose of Essilor International |
May 11, 2017 (9am CEST) |
Special Meeting of holders of shares with double voting
rights attached in relation to the cancellation of double
voting rights |
May 11, 2017 (10.45am CEST) |
Combined
General Shareholders' Meeting to approve a series of resolutions
notably for the purpose of:
-
authorizing (subject to conditions
precedent):
-
the asset transfer transactions,
-
the delegation of authority to the Board of
Directors to decide on the share capital increase as consideration
for shares contributed under a public exchange offer which will be
initiated, in accordance with Italian law, by Essilor International
in relation to the company Luxottica,
-
amending the Bylaws of Essilor
International,
-
appointing the 14([4]) directors
who will sit on the Board of Directors of EssilorLuxottica
|
After May 11, 2017 |
Closing of
the transaction is expected during the second half of 2017, subject
to the fulfilment 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 |
Jeanette WONG
is a DBS Group Executive responsible for Institutional Banking,
which encompasses Corporate Banking, Global Transactions Services,
Strategic Advisory, and Mergers and Acquisitions. From 2003 to
2008, she served as Chief Financial Officer of the DBS Group. Prior
to joining DBS Bank, Jeanette WONG was at JP Morgan for 16 years.
During her tenure at JP Morgan, she had regional responsibilities
for the global markets and emerging markets sales and trading
business in Asia and was also JP Morgan's head for Singapore from
1997 to 2002. Jeanette WONG began her career in 1982 at Banque
Paribas and then moved to Citibank from 1984 to 1986 before joining
JP Morgan in 1986.
Laurent
VACHEROT has been Essilor International's President and Chief
Operating Officer since December 6, 2016, after having served as
Chief Operating Officer since 2010. Laurent Vacherot joined Essilor
in 1991 as Senior Vice President, Business Analysis. He managed the
business in Canada and then the United States before becoming Chief
Financial Officer in 2007; during his tenure as Essilor's Chief
Operating Officer in 2010, he was responsible for the Information
& Technology Department, Investor Relations and the Latin
America region. The Equipment and Instruments Divisions have
reported to him since 2011. Since his appointment as President and
Chief Operating Officer, he has been supervising all the
operational managers, who report directly to him. Laurent VACHEROT
graduated from "École Nationale Supérieure des Télécommunications
de Paris".
Disclaimers
Forward Looking
Statements
This communication includes forward-looking statements, including
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements regarding
the proposed business combination between Essilor and Luxottica
(including the benefits, results, effects and timing of a
transaction), all statements regarding Essilor's (and Essilor's and
Luxottica's combined) expected future financial position, results
of operations, cash flows, dividends, financing plans, business
strategy, budgets, capital expenditures, competitive positions,
growth opportunities, plans and objectives of management, and
statements containing the words such as "anticipate,"
"approximate," "believe," "plan," "estimate," "expect," "project,"
"could," "would," "should," "will," "intend," "may," "potential,"
"upside," and other similar expressions. Statements in this
communication concerning the business outlook or future economic
performance, anticipated profitability, revenues, expenses,
dividends or other financial items, and product or services line
growth of Essilor (and the combined businesses of Essilor and
Luxottica), together with other statements that are not historical
facts, are forward-looking statements that are estimates reflecting
the best judgment of Essilor based upon currently available
information.
Such forward-looking statements
are inherently uncertain, and stockholders and other potential
investors must recognize that actual results may differ materially
from Essilor's expectations as a result of a variety of factors.
Such forward-looking statements are based upon management's current
expectations and are subject to a significant business, economic
and competitive risks, uncertainties and contingencies, many of
which are unknown and many of which Essilor and Luxottica are
unable to predict or control. Such factors may cause Essilor's
actual results, performance or plans with respect to the combined
Essilor and Luxottica group to differ materially from any future
results, performance or plans expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, the risk factors discussed or identified in
public filings that have been, or will be, made by Essilor and/or
Luxottica with the French Autorité des marches financiers (the
"AMF") and/or the United States Securities and Exchange Commission
(the "SEC") from time to time. Essilor cautions investors that any
forward-looking statements made by Essilor are not guarantees of
future performance. Essilor disclaims any obligation to update any
such factors or to announce publicly the results of any revisions
to any of the forward-looking statements to reflect future events
or developments.
Important Additional
Information
This communication does not constitute or form a part of any offer
to sell or exchange or the solicitation of an offer to buy or
exchange any securities. These statements should not be considered
as a recommendation that any person should (or should not)
subscribe for, purchase or exchange any securities. In connection
with the proposed transaction, Essilor intends to file (i) with the
AMF, a prospectus and other relevant documents in connection with
the listing of its shares to be issued as consideration for the
contribution by Delfin of its Luxottica shares, (ii) with the
Italian CONSOB, a prospectus and other relevant documents in
connection with the public exchange offer for Luxottica shares, and
(iii) with the SEC important documents related to the proposed
transaction including a registration statement on Form F-4 that
will contain a prospectus related to the proposed transaction, a
tender offer statement on Schedule TO and other relevant documents.
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ ALL
RELEVANT DOCUMENTS FILED WITH THE AMF, THE CONSOB AND THE SEC,
INCLUDING THE PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free of charge a copy of
the prospectus as well as other documents filed with the relevant
authorities (when they are available) at the AMF's website,
www.amf-france.org, the CONSOB's website, www.consob.it, and the
SEC's website, www.sec.gov. The prospectus, registration statement
and other documents relating thereto, when filed, may also be
obtained free of charge from Essilor's website at www.essilor.com
or by contacting Essilor's Investor Relations team at +33(0) 1 49
77 42 16 / invest@essilor.com.
[1] At December
31, 2016.
[2] Reappointment subject to shareholder approval at the
General Shareholder's Meeting of May 11, 2017
[3] Appointment subject to shareholder approval at the General
Shareholder's Meeting of May 11, 2017
([4]) The two
directors representing employees will be appointed according to the
terms and conditions specified by Essilor International's
Bylaws
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Source: Essilor International via Globenewswire