Cleary Gottlieb is representing Essilor in the proposed transaction announced on January 16, 2017, to combine Essilor with Luxottica.
Essilor and Delfin, the majority shareholder of Luxottica, have signed a combination agreement subject to regulatory approvals, for Delfin to contribute its entire stake in Luxottica (approximately 62 percent) to Essilor in return for newly issued Essilor shares, on the basis of an exchange ratio of 0.461 Essilor share for one Luxottica share. Essilor will subsequently make a mandatory public exchange offer, in accordance with the provisions of Italian Law and registered with the SEC, to acquire all of the remaining issued and outstanding shares of Luxottica pursuant to the same exchange ratio and with a view to delist Luxottica’s shares.
The transaction is expected to close during the second half of 2017.
The company resulting from the proposed transaction, EssilorLuxottica, would be an integrated player dedicated to visual health, operating across all segments of the eyewear industry. The combined entity would have more than 140,000 employees and sales in more than 150 countries.
Essilor is the world’s leading ophthalmic optics company; Essilor markets opthalmic products in more than 100 countries. Delfin was founded in 2006; its main investments are in Luxottica Group SpA, Fonciere Des Regiones SA, Assicurazioni Generali SpA and Unicredit Spa. Luxottica is a leader in the design, manufacturing and distribution of fashion, luxury and sports eyewear; its global wholesale distribution network covers more than 150 countries.