FGX International Holdings Limited (NASDAQ:FGXI) today
announced that it has signed a definitive agreement to merge with a
subsidiary of Essilor International of Charenton-le-Pont, France.
Essilor shares trade on the NYSE Euronext Paris market and are
included in the CAC 40 index.
Under the terms of the merger agreement, which was unanimously
approved by the Boards of Directors of both companies, FGX
International shareholders will receive $19.75 per share in cash
upon completion of the merger, for an aggregate value of
approximately $565 million, including the assumption of FGX debt of
approximately $100 million. If completed, FGX International will
become a wholly owned subsidiary of Essilor.
Essilor International is the world leader in ophthalmic optical
products. Marketed under such brands as Varilux®, Crizal®,
Essilor® and Definity®, Essilor offers a wide range of lenses
to correct myopia, hyperopia, astigmatism and presbyopia. Essilor
has approximately 35,000 employees with a presence in approximately
100 countries, including the US. It operates through 15 production
sites, 293 lens finishing laboratories and local distribution
networks. In 2008, Essilor had revenues of approximately €3.1
billion.
FGX International is North America’s leading designer and
marketer of non-prescription reading glasses and popular priced
sunglasses. FGX brands include FosterGrant®, Magnivision®, Solar
Shield®, Polar Eyes®, Corinne McCormack®, Angel™, Anarchy®, and
Gargoyles®. FGX also holds licenses to sell optical products under
the Ironman, Levi Strauss Signature, C9 by Champion and Body Glove
brands. FGX International products are found in over 68,000 retail
locations in the US, Canada, Mexico and the United Kingdom.
Revenues for 2008 were approximately $256 million (approximately
$237 million, excluding the divested Jewelry business).
Alec Taylor, CEO of FGX International commented “This proposed
merger is of major significance to FGX International. Essilor’s
global reach will be of considerable strategic value to market our
products on a worldwide basis and will greatly enhance our
competitive position. Essilor’s global footprint will allow us to
expand our presence in Europe, Asia and other parts of the world,
while continuing to focus on growing our North American sales in
over-the-counter reading glasses and popular-priced sunglasses. We
also find the Essilor culture compelling and a good fit with ours.
We believe this transaction represents a significant value for our
shareholders.”
“This acquisition is in line with Essilor’s strategy of
procuring the resources needed to provide a quality offering that
covers different eyewear market segments around the world in order
to meet a wide range of needs. It also strengthens the company’s
business base and enhances its growth prospects,” said Hubert
Sagnières, Essilor’s COO and CEO designate. “Demand for
non-prescription reading glasses is growing. In addition, the
market fits well with our prescription lens business and is
supported by favorable demographic trends. FGX will benefit from
our international distribution network while we will leverage FGX’s
brands and expertise to deploy this new offering around the
world.”
FGX International will be a stand-alone business unit of
Essilor. FGX’s headquarters will remain in Rhode Island and it will
also continue to maintain offices in San Luis Obispo, CA; Toronto,
Canada; Stoke-on-Trent, England; New York, NY; Mexico City, Mexico;
and Shenzhen, China. Alec Taylor will remain Chief Executive
Officer of FGX International and FGX’s management team will be
unchanged.
Key Elements of the
Transaction:
- The transaction is subject to
customary closing conditions, including FGX International
shareholder approval and applicable regulatory clearances, and is
expected to close in 2010.
- FGX’s principal shareholder, an
affiliate of Berggruen Holdings, which owns approximately 32% of
FGX’s outstanding shares, and key members of FGX’s senior
management team have agreed to vote their shares in favor of the
transaction.
- Essilor will finance the
transaction from its cash reserves and existing committed credit
facilities.
- The agreement includes a
termination fee of approximately $18.3 million payable, in certain
circumstances, by FGX International to Essilor such as in the event
a superior unsolicited offer is accepted by FGX International.
After careful consideration the Board of Directors has
determined that the merger with Essilor is in the best interest of
all of the shareholders of FGX International and believes that it
represents a significant opportunity for FGX International and its
employees for the longer term. Accordingly, the Board of Directors
unanimously recommends that FGX International shareholders vote to
approve the merger. Should the board be presented with any other
offer prior to the close of this transaction, it has a fiduciary
duty to consider such offer.
Lazard Frères & Co. LLC is serving as FGX International’s
financial advisor, while Skadden, Arps, Slate, Meagher & Flom
LLP is acting as its legal counsel.
About FGX International
FGX International Holdings Limited is a leading designer and
marketer of non-prescription reading glasses and sunglasses with a
portfolio of established, highly recognized eyewear brands
including Foster Grant®, Magnivision®, Angel ™ , Gargoyles®,
Anarchy®, SolarShield®, PolarEyes® and Corinne McCormack®. FGXI
also holds licenses for brands such as Ironman, Levi Strauss, Body
Glove, Rawlings and C9 by Champion. Based in Smithfield, Rhode
Island, FGXI has approximately 375 full time and 2,400 part time
employees. Additional offices are located in San Luis Obispo, CA;
New York, NY, Toronto, Canada; Stoke-on-Trent, England; Mexico
City, Mexico; and Shenzhen, China.
About Essilor
Essilor International is the world leader in ophthalmic optical
products, offering a wide range of lenses under the flagship
Varilux®, Crizal®, Essilor® and Definity® brands to correct myopia,
hyperopia, astigmatism and presbyopia. Essilor operates worldwide
through 15 production sites, 293 lens finishing laboratories and
local distribution networks. The Essilor share trades on the NYSE
Euronext Paris market and is included in the CAC 40 index. (ISIN:
FR 0000121667; Reuters: ESSI.PA; Bloomberg: EI:FP).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
FGX International Holdings Limited ("FGX") will file with the
Securities and Exchange Commission (the "SEC") a current report on
Form 8-K, which will include the merger agreement related to the
proposed merger. The proxy statement that FGX plans to file with
the SEC and mail to shareholders will contain information about
FGX, the proposed merger and related matters. SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE,
AS IT WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED MERGER. In
addition to receiving the proxy statement from FGX by mail,
shareholders will be able to obtain the proxy statement, as well as
other filings containing information about FGX, without charge,
from the SEC's website at www.sec.gov or, without charge, from FGX
at www.fgxi.com. This announcement is not a solicitation of a
proxy.
FGX and its directors and executive officers and certain other
members of management may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger.
Information concerning such participants is set forth in the proxy
statement for FGX's 2009 annual meeting of shareholders, which was
filed with the SEC on Schedule 14A on April 7, 2009. Additional
information regarding the interests of such participants in the
solicitation of proxies in connection with the proposed merger will
be included in the proxy statement to be filed by FGX with the SEC.
FGX's press releases and other information about FGX are available
at FGX's website at www.fgxi.com.
Forward-Looking Statements
Statements in this press release that are not statements of
historical fact or that express our confidence, expectations,
objectives, intentions, plans, or strategies or otherwise
anticipate the future, including, without limitation, statements
regarding our future prospects, revenues, costs, results of
operations and profitability contained in the Outlook section of
this press release, are forward-looking statements. These
forward-looking statements are not guarantees of future
performance, and they are subject to risks and uncertainties that
could cause actual results to differ materially from those
contemplated by the forward-looking statements. These risks and
uncertainties include, but are not limited to: the timing to
consummate the proposed merger; the risk that a condition to
closing of the proposed merger may not be satisfied; the risk that
a regulatory approval that may be required for the proposed merger
is not obtained or is obtained subject to conditions that are not
anticipated; the Company’s ability to successfully integrate
acquired businesses including Corinne McCormack, Inc. and Eye-Bar
Inc.; the effect of current adverse economic conditions and low
levels of consumer confidence and the resulting adverse impact on
consumer discretionary spending, which could reduce our sales;
adverse changes in our customers’ inventory and working capital
policies; the bankruptcy or other lack of commercial success of one
or more of our significant customers; the actual charges incurred
for product returns and markdowns related to the divestiture of the
costume jewelry business may be greater than expected; we or others
may discover that our products must be recalled because of defects;
unexpected product returns and related claims pertaining to current
or prior periods; the concentration of manufacturing of our
products in China, which increases our vulnerability to disruptions
in that region; interruptions of supply from our Asian product
manufacturers; political instability or changing conditions in
manufacturing or transportation services in foreign countries;
other risks associated with our international operations, including
foreign currency exchange rate fluctuations and the impact of
quotas, tariffs, or other restrictions on the importation or
exportation of our products; a material reduction, cessation, or
postponement of purchases by our customers; failure to comply with
federal or state regulation of the distribution or sale of our
products; the expense and uncertainty of the litigation process,
including the risk of an unfavorable result in current or future
litigation; adverse interest rate fluctuations; our credit
insurance does not cover all of our outstanding accounts
receivable; unknown potential effects of outbreaks of communicable
diseases, including swine flu, on our business; and disruption due
to weather, fire or other unforeseen circumstances in our principal
distribution center.
These and other risks and uncertainties that could cause our
actual results to differ from those contemplated by any
forward-looking statement are discussed in more detail in Part I,
Item 1A – Risk Factors in our Form 10-K for the year ended January
3, 2009, which we may update in Part II, Item 1A – Risk Factors in
Quarterly Reports on Forms 10-Q that we have filed or will file
thereafter. Forward-looking statements contained in this press
release speak only as of the date hereof. We undertake no
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or
otherwise.
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