Merger Agreement Essilor Luxottica

French lens manufacturer Essilor International SA and Italian eyewear company Luxottica Group SpA have completed a 48 billion euro merger to create one of the biggest players in the eyewear industry. Ray`s maker Ban Luxottica votes 46 billion euros in merger with Essilor Since the merger was announced in January, there has been remarkably little comment on the huge deal proposed to combine Essilor and Luxottica. The two companies have seen the fight for their merger turn into a legal war. EssilorLuxottica (which makes Ray Ban and Varilux glasses) has been brought to court to withdraw from the proposed merger, accusing GrandVision (which owns the Pearle and Eye Wish eyewear chains) of doing business during the Covid 19 pandemic. Ray Bann`s producer sees it as a violation of the merger agreement and thus a way to leave the company. «Consumers are unlikely to immediately feel the effects of the merger, but we will be watching with great interest how the new organization will organize itself.» «It is questionable whether their market share in the UK will be sufficient to be reviewed by the competition authorities after this transaction, but the impact will be less for the consumer and, most likely, a reduction in quality products in the long term,» adds Ilett. certain provisions of the agreement, as summarized in paragraph 5, within the scope of the definition of the shareholders` pact under Article 122, paragraph 1, and paragraph 5, point (d), of the Italian Consolidated Finance Act, as they relate to the exercise of voting rights and certain governance rules concerning Luxottica and Essilor for a period of approximately three years from the date on which Delfin`s contribution to the stake in Essilor will be closed and Essil will, accordingly, be the parent company of Luxottica («closing date»). EssilorLuxottica, however, is not ready to compromise and pay the nine-figure tax. If it can actually prove that GrandVision breached the merger agreement, the royalty should not be paid. In this case, both companies are simply going their own way. On August 24, the judge will decide how to proceed.

It is not clear that the merger is in the public interest, although both companies certainly consider it necessary. The EU itself says that it does not have to issue an opinion and that it has not yet been formally informed of the merger in accordance with the requirements of its own rules. This press release does not constitute an offer to sell or exchange or an invitation to purchase or exchange securities or is part of that offer. This communication should not be considered a recommendation that a person should or should not purchase securities or not. As part of the proposed transaction, (A) Essilor intends to: (i) submit to the AMF a prospectus and other relevant documents relating to the listing of its shares to be issued in return for Delfin`s contribution to its Luxottica shares – (ii) with the Italian CONSOB, an exchange document and other relevant documents relating to the public offering of exchange for Luxottica`s shares and (iii) important documents relating to the proposed transaction, including a registration statement on Form F4, a prospectus relating to the proposed transaction, a submission statement regarding Schedule TO and other relevant documents, and (B) Luxottica intends to submit to the SEC an invitation/recommendation statement regarding schedule 14D-9.