Maxi fusion by 50 billion euros between Luxottica and Essilor. Birth of a new global giant glasses, with revenues of 15 billion euros and 140 thousand employees in 150 Countries.
The operation, which will lead to the creation of a holding company with the name of Essilor-the company, expect important synergies, including between 400 and 600 million euro in the medium term intended to accelerate in the long term.
The agreement between the Italian group of the glasses and the French lens, you will see Leonardo Del Vecchio, the founder, chairman and largest shareholder of Luxottica, become the majority shareholder of the new company. The Old will also become the executive chairman and chief executive officer of the company, while Hubert Sagnieres (number one Essilor) will be his deputy in both roles.
The announcement of the transaction triggered the title Luxottia on the Milan Stock exchange, where it is up 7% to 53,3 euro, in braking, however, compared to starting with a +14%. In Paris the title Essilor flies 12.2% to 114,1 euro.
“With this transaction, you realized my dream to give life to a sample in the field of optics, fully integrated and excellent in every part of it,” he said Of the Old. “We knew from the time that this was the right solution, but only now have developed conditions that have made it possible. The marriage between two leading companies in their respective sectors will be of major benefit to the market, employees, and primarily for all our consumers. Finally, after fifty years of waiting, two parts, of course, complementary, frames and lenses, will be designed, implemented, and distributed under the same roof,” she concluded Of the Old.
“we will Continue to invest in Italy and in France, we want to be a european champion, which maintains strong roots,” he added, presenting the financial community with the merger. Del Vecchio has confirmed the complementarity of the two groups, one dedicated to lenses, and the other frames.
For both groups in the mission, said in a note “is to improve the world through innovation as a factor of growth, operational excellence, entrepreneurial spirit and an international approach”. The new reality would benefit also of a solid financial position and strong cash generation, with the financial flexibility to invest in future growth organic and non-organic.
The operation consists of a strategic combination of the activities of Essilor and Luxottica, through the provision of
Essilor by Delfin of the entire investment held in Luxottica group (approximately 62%), compared to
the allocation of shares Essilor the issue of new shares on the basis of the exchange ratio amounts to 0,461 actions Essilor for 1 Luxottica. If the shareholders of Essilor will give the go-ahead in the assembly, the French group will promote a public offer of exchange compulsory for all the remaining company’s shares in circulation, at the same exchange ratio, aimed at de-listing the company’s shares.
Essilor will become a holding company under the new name of “EssilorLuxottica”, following the transfer of all of its operating activities in its wholly owned subsidiary, which will assume the denomination of Essilor International, and the contribution by Delfin of their company’s shares. Delfin will have a combined share of between 31% and 38%, becoming the first member. The voting rights of all the members of EssilorLuxottica would be limited to 31% and would have eliminated any right to vote twice.
Hubert Sagnières, number one Essilor that will become the vice of The Old in the new company, commented: “our project is based on a motivation is simple: to respond better to the needs of a huge population of the world relating to the correction and to the protection of the view, merging two large companies, one dedicated to the lenses and the frames. With extraordinary success, the company has created brands, supported by a supply chain and a distribution network at the leading edge. Essilor port 168 years of innovation and industrial excellence in the design, manufacture and distribution of ophthalmic lenses and sunglasses. By combining their forces, these two international players can now accelerate their global expansion, to the benefit of customers, employees and shareholders, and of the entire industry.”
In the board of directors eight directors are to be appointed by Essilor, as well as Sagnières, two representatives of the employees, a representative of Valoptec and four independent directors; eight directors will be appointed by Delfin, and together with The Old, three representatives of Delfin and four independent directors.
The operation Mediobanca has worked as the sole advisor of Delfin while for Essilor’s financial advisers were Citigroup and Rothschild. Among the legal advisors Cleary Gottlieb Steen & Hamilton for Essilor, BonelliErede and Bredin Prat for Delfin.
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