EssilorLuxottica: Luxottica acquires 90.9% of Giorgio Fedon & Figli S.p.A.
May 31 2022 - 10:13AM
EssilorLuxottica: Luxottica acquires 90.9% of Giorgio Fedon &
Figli S.p.A.
Luxottica
acquires 90.9% of Giorgio
Fedon & Figli S.p.A.
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
(May 31,
2022 -
4:10
pm) – Following the press release
issued on April 11, 2022, in execution of the preliminary sale and
purchase agreement entered into on the same date between Luxottica
Group S.p.A. ("Luxottica"), a company subject to the management and
coordination of Essilorluxottica S.A., and the significant
shareholders of the Company (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-significant shareholders (collectively the "Sellers"),
Luxottica and the Sellers today announce the completion of the
purchase by Luxottica of the 90.9% shareholding ("Stake") in the
share capital of Giorgio Fedon & Figli S.p.A. ("Issuer" or
"Company"), listed on Euronext Growth Milan, organized and managed
by Borsa Italiana S.p.A., represented by no. 1,727,141 ordinary
shares of the Company, at a price equal to Euro 17.03 for each
share and therefore to an aggregate of approximately Euro 29.4
million.
It should be noted that as of today - as a
result of the purchase by Luxottica of the Stake - the legal
conditions have arisen for Luxottica to have the obligation to
launch a mandatory tender offer on the outstanding Company's
ordinary shares pursuant to and for the purposes of Article 106 of
the Legislative Decree no. 58/1998 (“TUF”), as referred to in
Article 9 (Disposizioni in materia di offerta pubblica di acquisto)
of the bylaws of the Issuer, as well as the applicable implementing
provisions contained in Consob Regulation no. 11971/99 as
subsequently amended (“Offer”). With reference to the Offer,
Article 111 of the TUF shall be applied by virtue of Article 9-bis
(Diritto di Acquisto) of the Company’s
bylaws.
***
The mandatory public tender offer referred to in
this communication will be promoted by Luxottica Group S.p.A. on
no. 151,721 ordinary shares of Giorgio Fedon & Figli S.p.A.
namely on all the outstanding ordinary shares as of today of the
Issuer, deducted no. 1,727,141 ordinary shares owned by Luxottica
(representing 90.9% of the Issuer’s share capital as of today) and
the Company’s no. 21,138 treasury shares (representing
approximately 1.11% of the Issuer’s share capital).
Prior to the commencement of Offer Period, in
accordance with applicable law, the Offeror will publish an Offer
Document that the shareholders of Giorgio Fedon & Figli S.p.A
are required to carefully examine.
The Offer will be promoted exclusively in Italy,
will be subject to the disclosure obligations and procedural
requirements provided for by Italian law and will be addressed, on
equal terms, to all holders of shares in Giorgio Fedon & Figli
S.p.A.
The Offer is not and will not be promoted or
distributed in the United States of America (or addressed to U.S.
Persons, as defined under the U.S. Securities Act of 1933, as
amended), Canada, Japan and Australia, and any other country in
which this Offer is not allowed without specific authorization by
the competent authorities or other fulfilment by the Offeror
("Other Countries"), neither by using communication means or
national or international commerce means (including, for example,
the postal network, the fax, the telefax, the e-mail, the telephone
and the internet) of the Other Countries, nor through any structure
of any financial intermediaries of the Other Countries, nor in any
other means.
Copy of any document that the Offeror may issue
in relation to the Offer, or part of it, is not and shall not be
sent, or in any way transmitted, or otherwise distributed, directly
or indirectly, in the Other Countries or to a U.S. Person, as
defined by the U.S. Securities Act of 1933, as subsequently
amended. Anyone who receives the abovementioned documents shall
abstain from distributing, sending or forwarding them, by any
means, to the Other Countries or to any U.S. Person, as defined by
the U.S. Securities Act of 1933, as subsequently amended.
Any acceptance of the Offer resulting from
solicitation activities carried out in violation of the above
limitations will not be accepted.
Any document that the Offeror may issue in
relation to the Offer does not constitute and shall not be deemed
to constitute an offer of financial instruments addressed to
persons residing in the Other Countries or to a U.S. Person as
defined by the U.S. Securities Act dated 1933, as subsequently
amended. No financial instrument shall be offered or purchased in
the Other Countries without a specific authorisation pursuant to
the applicable laws of such countries or a derogation from such
laws.
The acceptance of the Offer by persons residing
in countries other than Italy may be subject to specific
obligations or restrictions as provided for by the applicable laws
and regulations. It is the sole responsibility of the recipients of
this Offer to comply with such laws and regulations and, therefore,
to verify the existence and applicability of any such provisions
prior to accepting the Offer, by consulting on their own advisors.
The Offeror shall not be liable for any breach by any person of any
of the aforesaid restrictions.
***
The press release is available on the respective
websites of EssilorLuxottica and the Company and on
www.1info.it.
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