A look from Giorgio Armani.

MILAN — Giorgio Armani has agreed to tender his shares into the mandatory exchange offer launched earlier this month by EssilorLuxottica on all the outstanding shares of Luxottica Group SpA not already owned by the newly merged eyewear behemoth.

Armani, a longtime shareholder in Luxottica, which produces and distributes the designer’s eyewear collections under a licensing agreement, is tendering more than 22.5 million shares. This represents 4.64 percent of Luxottica’s share capital and voting rights. Armani will have the same stake in EssilorLuxottica.

EssilorLuxottica is a company incorporated under French law and listed on the Paris Stock Exchange Euronext.

As reported, Luxottica’s executive chairman Leonardo Del Vecchio‘s family holding Delfin is submitting its shares in the giant Italian eyewear group, or 62.42 percent of the total, at a ratio of one share in Luxottica for each 0.461 Essilor share.

The new EssilorLuxottica will then launch a mandatory exchange offer for all the remaining shares at the same ratio between Oct. 29 and Nov. 27, with the view of delisting Luxottica’s shares in Milan. However, the squeeze-out, if any, including the settlement, could be expected between Jan. 28 and March 4, 2019.

The merger was revealed in January 2017.

Last week, Consob, Italy’s equivalent of the U.S. Securities and Exchange Commission, approved the document relating to the mandatory exchange offer launched by EssilorLuxottica on Oct. 11.

After the transaction, Del Vecchio through Delfin will have a 38.3 percent stake in EssilorLuxottica. A group of Essilor partners and employees will have a 4.9 percent stake and the remaining 56.8 percent will be publicly held. In the case of the offer being entirely endorsed, Delfin’s shares in EssilorLuxottica would decrease to 31.3 percent, those of Essilor partners would decrease to 4 percent and the floated stock would amount to 64.7 percent. EssilorLuxottica will control 100 percent of Essilor and 100 percent of Luxottica.

Billed as the world leader in ophthalmic optics and a key player in visual health, Essilor, which is active across prescription glasses, sunglasses and reading glasses, and in ophthalmic optics equipment, counts the following brands in its portfolio: Varilux, Crizal, Eyezen, Xperio, Transitions, Bolon, Foster Grant and Costa, according to the Essilor web site.

Luxottica produces eyewear under license for names including Bulgari, Burberry, Chanel, Coach, Prada and Versace and has a number of owned brands, such as Ray-Ban, Oakley and Persol. It and Essilor, the leading maker of lenses worldwide, have agreed to a 46 billion euro, or $48.7 billion, merger to form an eyewear powerhouse with annual sales of more than 15 billion euros.

Luxottica and Essilor combined will have more than 140,000 employees and sales in more than 150 countries.

In the new entity, Luxottica founder  Del Vecchio will serve as executive chairman and chief executive officer and Hubert Sagnières, Essilor’s chairman and ceo, will become executive vice chairman and deputy ceo. Del Vecchio and Sagnières will also keep their positions of executive chairman of Luxottica and chairman and ceo of Essilor International, respectively.

The first board meeting of EssilorLuxottica is scheduled for Nov. 29.


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