Luxembourg and Charenton-le-Pont, France (October 1, 2018) – Delfin S.à.r.l (“Delfin”), the majority shareholder of Luxottica Group S.p.A. (“Luxottica”) and Essilor International (Compagnie Générale d’Optique) (“Essilor”), announced the successful completion of the combination of Essilor and Luxottica. The combined holding company named EssilorLuxottica is a global leader in the design, manufacture and distribution of ophthalmic lenses, prescription frames and sunglasses.
All conditions precedent to the closing of the transaction have been satisfied, including approval by Essilor shareholders in May 2017, the hive-down of substantially all Essilor activities to Essilor International SAS (a wholly-owned subsidiary of Essilor) in November 2017 and clearance from all antitrust authorities whose authorization was a condition precedent to the closing of the transaction.
Following the contribution by Delfin, the majority shareholder of Luxottica, of its 62.42% stake in Luxottica to Essilor on October 1, 2018, Essilor became the parent company of Luxottica and was renamed EssilorLuxottica.
As consideration for the contribution by Delfin of its stake in Luxottica to Essilor, Essilor issued 139,703,301 new ordinary shares through a capital increase without preferential subscription rights pursuant to a resolution approved by Essilor shareholders in May 2017.
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.
EssilorLuxottica will soon be launching a Mandatory Exchange Offer for the remaining issued and outstanding Luxottica shares. Following the Mandatory Exchange Offer, the interest held by Delfin would decrease to a minimum of 31% of the share capital of EssilorLuxottica depending on the acceptance rate of the Mandatory Exchange Offer1.
EssilorLuxottica draws the attention of its shareholders to the fact that the closing of the contribution and the results of the Mandatory Exchange Offer could trigger upwards or downwards threshold crossing notifications by certain of its shareholders pursuant to French law and/or EssilorLuxottica by-laws.
As from October 2, 2018, 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.
EssilorLuxottica will launch in due course, 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.
For further information please see the specific notice on the Mandatory Exchange Offer which was published by EssilorLuxottica today under article 102 of the Italian Consolidated Financial Act.
During the first part of 2019, EssilorLuxottica will present its first combined annual results and is expecting to hold a Capital Markets Day for investors and analysts.