Luxottica Group Receives FTC Clearance for Cole National Acquisition, Closing Set for October 4
September 24 2004 - 12:37PM
PR Newswire (US)
Luxottica Group Receives FTC Clearance for Cole National
Acquisition, Closing Set for October 4 MILAN, Italy and CLEVELAND,
Sept. 24 /PRNewswire-FirstCall/ -- Luxottica Group S.p.A.
(NYSE:LUX)(MTA: LUX), and Cole National Corporation (NYSE:CNJ),
today jointly announced that the U.S. Federal Trade Commission
(FTC) cleared Luxottica Group's proposed acquisition of Cole
National. "Today is a happy day for Luxottica Group," said Leonardo
Del Vecchio, chairman of Luxottica Group, "as we prepare to welcome
Cole National into our family and to begin in earnest with the
integration of our North American retail operations." "We believe,
as we have throughout this process, that the transaction will be
positive for all of the constituencies of the combined companies:
customers, suppliers, employees and stockholders. We are especially
pleased that the FTC has permitted it to go forward
unconditionally." The transaction will close on October 4, 2004. In
accordance with the terms of the January 2004 Luxottica Group -
Cole National Merger Agreement, as amended, at the closing, shares
of Cole National's common stock will be converted into the right to
receive US$27.72 per share, including the stipulated four percent
per annum from July 22, 2004, the date of Cole National's
stockholder approval of the merger, through the closing date.
Promptly following the closing date, Citibank, N.A., the paying
agent appointed by Luxottica Group, will mail to Cole National
stockholders transmittal instructions for the delivery of the
shares of Cole National common stock to Citibank, N.A. and for
receiving the US$27.72 per share in exchange for such shares. About
Luxottica Group S.p.A. Luxottica Group is the world leader in the
design, manufacture, marketing and distribution of prescription
frames and sunglasses in mid- and premium- priced categories. The
Group's products are designed and manufactured in its six
facilities in Italy and one in the People's Republic of China. The
lines manufactured by Luxottica Group include over 2,450 styles in
a wide array of colors and sizes and are sold through 20
wholly-owned subsidiaries in the United States, Canada, Italy,
France, Spain, Portugal, Sweden, Germany, the United Kingdom,
Brazil, Switzerland, Mexico, Belgium, Argentina, South Africa,
Finland, Austria, Norway, Japan and Australia; two 75%-owned
subsidiaries in Israel and Poland; a 70%-owned subsidiary in
Greece; three 51%-owned subsidiaries in the Netherlands, Turkey and
Singapore, one 49%-owned subsidiary in the Arab Emirates and one
44%-owned subsidiary in India. In September 2003, Luxottica Group
acquired OPSM, the leading eyewear retailer in Australia. In March
2001, Luxottica Group acquired Sunglass Hut International, a
leading sunglass retailer with approximately 1,900 stores
worldwide. This followed the acquisitions of Bausch & Lomb
sunglass business, which includes the prestigious Ray-Ban(R),
Revo(R), ArnetteTM and Killer Loop(R) brands, in June 1999, and
LensCrafters, the largest optical retail chain in North America, in
May 1995. For fiscal 2003, Luxottica Group posted net sales and net
income respectively of euro 2,824.6 and euro 267.3 million.
Additional information on the company is available on the web at
http://www.luxottica.com/ . About Cole National Cole National
Corporation's vision business, together with Pearle franchisees,
has 2,179 locations in the U.S., Canada, Puerto Rico and the Virgin
Islands and includes Cole Managed Vision, one of the largest
managed vision care benefit providers with multiple provider panels
and nearly 20,000 practitioners. Cole's personalized gift business,
Things Remembered, serves customers through 722 locations
nationwide, catalogs, and the Internet at
http://www.thingsremembered.com/ . Cole also has a 21% interest in
Pearle Europe, which has 1,508 optical stores in Austria, Belgium,
Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the
Netherlands, Poland, Portugal and Sweden. Safe Harbor Statement
Certain statements in this press release may constitute
"forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995. Such statements involve risks,
uncertainties and other factors that could cause actual results to
differ materially from those which are anticipated. Such risks and
uncertainties include, but are not limited to, risks that the
merger will not be completed, legislative or regulatory
developments that could have the effect of delaying or preventing
the merger, fluctuations in exchange rates, economic and weather
factors affecting consumer spending, the ability to successfully
introduce and market new products, the ability to effectively
integrate recently acquired businesses, the ability to successfully
launch initiatives to increase sales and reduce costs, the
availability of correction alternatives to prescription eyeglasses,
as well as other political, economic and technological factors and
other risks referred to in their filings with the Securities and
Exchange Commission. These forward-looking statements are made as
of the date hereof, and Luxottica Group and Cole National do not
assume any obligation to update them. DATASOURCE: Luxottica Group
S.p.A.; Cole National Corporation CONTACT: Luca Biondolillo,
Director, Corporate Communications, or Alessandra Senici, Manager,
Investor Relations, +39-02-8633-4665, , both of Luxottica Group
S.p.A.; Joseph Gaglioti of Cole National Corporation,
+1-330-486-3100; or Victoria Weld or Ruth Pachman, +1-212-521-4800,
both of Kekst and Company; In the U.S.: Alexander Fudukidis of
Breakstone & Ruth International, +1-646-536-7012, Web site:
http://www.luxottica.com/ http://www.thingsremembered.com/
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