EssilorLuxottica: Luxottica undertakes to acquire 90.9% of Fedon to enter the packaging and eyeglass cases industry
April 11 2022 - 2:35PM
EssilorLuxottica: Luxottica undertakes to acquire 90.9% of Fedon to
enter the packaging and eyeglass cases industry
Luxottica
undertakes to acquire
90.9%
of Fedon to
enter the packaging and eyeglass cases
industry
Pursuant to article 17 of Regulation (EU)
596/2014 by Giorgio Fedon & Figli S.p.A. on behalf of Luxottica
Group S.p.A. and of the Sellers (as defined hereinafter)
Milan, Italy
(April
11, 2022 -
8:30
pm) - Luxottica Group S.p.A.
("Luxottica"), a company subject to the management and coordination
of EssilorLuxottica S.A., announced today that it has entered into
a preliminary sale and purchase agreement for the acquisition of a
total of no. 1,727,141 shares of the company Giorgio Fedon &
Figli S.p.A. ("Issuer" or "Company"), listed on Euronext Growth
Milan, the market organized and managed by Borsa Italiana S.p.A.,
representing 90.9% of the share capital of the Company
("Agreement").The Agreement was entered into with the relevant
shareholders of the Company (i.e. CL & GP S.r.l., Piergiorgio
Fedon, Sylt S.r.l., Italo Fedon, Laura Corte Metto, Francesca
Fedon, Roberto Fedon, Flora Fedon and Rossella Fedon), as well as
other non-relevant shareholders (hereinafter collectively the
"Sellers").
The transaction represents a step forward in
EssilorLuxottica's vertical integration strategy, aimed at
achieving the highest quality standards along the entire value
chain and optimizing the service for the benefit of all industry
players.
Thanks to cutting-edge technologies and
dedicated innovations, the acquisition will allow to better fit the
eyewear and spectacles with the cases and packaging to ensure
maximum protection and integrity of the product, for the benefit of
the final consumer.
Furthermore, EssilorLuxottica will also leverage
on the Company to pursue its sustainability strategy, investing in
the recyclability and circularity of the packaging materials
produced by the Company.
Pursuant to the Agreement, completion of the
sale and purchase ("Closing") is subject to the fulfilment of
certain conditions precedent, as customary in transactions of this
kind, including the obtainment of applicable antitrust clearances,
the renewal of the board of directors of the Issuer, as well as the
management bodies of the companies of the group and the insertion
of the voluntary reference to article 111 (Diritto di Acquisto) of
Legislative Decree no. 58/1998 ("TUF") in the bylaws of the
Company, for the purpose of allowing the right of squeeze-out upon
holding a shareholding equal to at least 90% of the share capital
("Conditions Precedent").
The purchase price agreed and to be paid on the
Closing date to the Sellers, in proportion to the respective
shareholdings, is equal to Euro 17.03 for each share and therefore
to an aggregate of Euro 29.4 million. The agreed price includes a
premium of 135% over the last official price of the Company's
shares recorded on April 8, 2022 (last trading day preceding the
date of entry into the Agreement) as well as a premium of 114% over
the weighted average of the official price of the Issuer's shares
in the 12 months preceding the date of April 8, 2022.
It is expected that the Conditions Precedent may
be fulfilled and the Closing may take place by the end of June
2022.
In the event of completion of the transaction,
Luxottica will hold a shareholding equal to 90.9% of the Issuer's
share capital and will be required to launch, pursuant to Article 9
(Disposizioni in materia di offerta pubblica di acquisto) of the
bylaws of the Company and of art. 6-bis of the Euronext Growth
Issuers' Regulation, a mandatory tender offer on all outstanding
shares of the Company ("MTO"), at the same price of Euro 17.03 per
share.The MTO is aimed at delisting the Company.
***
The press release is available on the respective
websites of EssilorLuxottica and the Company and on
www.1info.it.
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