Luxottica, Essilor in 46 billion euro merger deal to create eyewear giant: Sources

[Chris Ryser]

Form 425 LUXOTTICA GROUP SPA Filed by: ESSILOR INTERNATIONAL /FI

February 1, 2017 9:50 AM EST

Filed by Essilor International SA pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2(b)(2) of the United States Securities Exchange Act of 1934, as amended.

Subject Company: Luxottica Group S.p.A.
Commission File Number: 1 – 10421

source: =========>
http://www.streetinsider.com/SEC+Fil.../12484920.html

[Steve Machol]

Chris with all due respect can you please not dominate this thread with links from other sites? Thank you.

[IC-UC]

Form 425 LUXOTTICA GROUP SPA Filed by: ESSILOR INTERNATIONAL /FI

February 1, 2017 9:50 AM EST

Filed by Essilor International SA pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14d-2(b)(2) of the United States Securities Exchange Act of 1934, as amended.

Subject Company: Luxottica Group S.p.A.
Commission File Number: 1 – 10421

source: =========>
http://www.streetinsider.com/SEC+Fil.../12484920.html

This is a rather bold statement from the company....."24hrs" sounds good in principle, and they must be speaking about grind jobs, otherwise Luxottica and/or Essilor really has a problem if they have a 8 day turnaround for stock!
“We have no particular interest in accelerating movement for economic or industrial reasons,” explains the head of Essilor. “This is a growth project – we are aiming to improve the quality of the products and services provided worldwide.”Thus, an optician will be able to procure eyeglass lenses and frames within twenty-four hours rather than eight days, “a true competitive advantage.”

[Chris Ryser]

Chris with all due respect can you please not dominate this thread with links from other sites? Thank you.

Steve, I thought that covering the greatest merger ever, in the optical industry would be of general interest for everybody in this field, as shown in the OptiBoard "views" counter over the last 15 days.

I will immediately stop posting any outside links on this subject, and I apologize for any inconvenience created.

[Chris Ryser]

I will immediately stop posting any outside links on this subject, .........................

Just for general information, I had posted a link to OptiBoard on my website's main page, promoting the merger news, and its coverage on OptiBoard on January 28. This link on my site was removed immediately after seeing and responding to the previous post.

[Chris Ryser]

News Release: Proposed combination of Essilor and Luxottica progressing

GlobeNewswire • March 23, 2017


Proposed combination
of Essilor and Luxottica progressing

· Signature of the contribution agreements
· Structuring of EssilorLuxottica
· Adoption of the future governance of Essilor International

Charenton-le-Pont, France (March 23, 2017 - 5:45 pm) - Having obtained the favorable opinions of the employee representative bodies on the proposed combination with Luxottica announced on January 16, 2017, and with the overwhelming support of Valoptec Association, an organization that brings together most of Essilor`s employee shareholders (accounting for approximately 8% of the share capital), Essilor International has taken another step towards the finalization of the transaction.

As such, at its meeting of March 22, 2017, the Board of Directors of Essilor International approved:

1. The signing of the draft contribution agreements relating to:
· the transfer by Essilor International of substantially all of its activities and shareholdings to its fully-owned subsidiary, Delamare Sovra, to be renamed Essilor International;
· the contribution by Delfin of all its shares in Luxottica (62.55%)^[1] in exchange for new shares issued by Essilor, based on an exchange ratio of 0.461 Essilor share for one Luxottica share.

BNP Paribas conducted an appraisal of this contribution and issued a fairness opinion.

2. The filing and registration with the Autorité des Marchés Financiers, by April 10, 2017 at the latest, of the information document (Document E) describing the rationale for the transaction as well as the main principles of the Combination Agreement, namely: the creation of a global integrated player via the combination of two complementary players, as part of a partnership approach based on an equal structuring between the two parties. In accordance with what was announced on January 16, 2017, Essilor, the acquirer of the Luxottica shares and to be renamed EssilorLuxottica, will be listed on Euronext Paris and will retain its registered office in France. The management structures and teams - in particular financial - of the new combined entity will be based in France.

3. Draft resolutions relating to the proposed combination of Essilor International and Luxottica to be submitted for the approval of the General Shareholders` Meeting of May 11, 2017 and in particular the names of the directors who would, subject to shareholder approval, sit on the Board of Directors of EssilorLuxottica as of the closing date of the Luxottica share contribution, namely:

· Eight members appointed by Delfin:

· Leonardo Del VECCHIO, Executive Chairman and CEO of EssilorLuxottica;
· Three directors representative of Delfin: Romolo BARDIN, Giovanni GIALLOMBARDO and Francesco MILLERI;
· Four additional directors: Rafaella MAZZOLI, Gianni MION, Lucia MORSELLI and Cristina SCOCCHIA.
· Leonardo Del VECCHIO, Executive Chairman and CEO of EssilorLuxottica;
· Three directors representative of Delfin: Romolo BARDIN, Giovanni GIALLOMBARDO and Francesco MILLERI;
· Four additional directors: Rafaella MAZZOLI, Gianni MION, Lucia MORSELLI and Cristina SCOCCHIA.

· Eight members appointed by Essilor Interational:

· Hubert SAGNIÈRES, Executive Vice-Chairman and Deputy CEO of EssilorLuxottica;

· Juliette FAVRE, Employee Shareholder Representative and Chairman of Valoptec Association;
· Four directors from the current Board of Directors of Essilor: Henrietta FORE, Bernard HOURS, Annette MESSEMER and Olivier PÉCOUX;

· Two directors representing employees who will be appointed by the Works Council by the end of October 2017.

4. Changes to Essilor International`s governance at the close of the General Shareholders` Meeting of May 11, 2017 (subject to Shareholders` approval) with the appointments of:

· Jeannette WONG, a DBS Group Executive, appointed on a provisional basis to the Board of Directors of Essilor International as from March 22, 2017, with her appointment to be submitted for ratification by the General Shareholders` Meeting, to replace Benoît BAZIN who expressed his wish to have his term of office as Director terminated. The Board of Directors would like to thank him for his significant contribution over the past 8 years;

· Laurent VACHEROT, President and Chief Operating Officer of Essilor since December 6, 2016.

Subject to shareholder approval, following the General Shareholders` Meeting of May 11, 2017 the Board of Directors of Essilor International will consist of the following members:

· Hubert SAGNIÈRES, Chairman and CEO of Essilor International⁽²⁾
· Philippe ALFROID, Non-independent Director^([2])
· Antoine BERNARD DE SAINT-AFFRIQUE, Independent Director
· Maureen CAVANAGH, Director representing employee shareholders
· Juliette FAVRE, Director representing employee shareholders⁽²⁾
· Henrietta FORE, Independent Director
· Louise FRÉCHETTE, Independent Director
· Yi HE, Director representing employee shareholders⁽²⁾
· Frank HENRIONNET, Director representing employees
· Bernard HOURS, Independent Director
· Annette MESSEMER, Independent Director
· Marc ONETTO, Independent Director
· Olivier PECOUX, Non-independent Director
· Laurent VACHEROT, President and Chief Operating Officer of Essilor International^([3])
· Jeanette WONG, Independent Director⁽³⁾


Composition of the Board of Directors of the new Essilor International (formerly Delamare Sovra) as of the closing date of the Luxottica share contribution:
The composition of the Board of Directors would be identical to the above, with the Director representing employees being selected from among the two Directors representing employees sitting on the EssilorLuxottica Board of Directors.

Next steps
Essilor International will hold two Shareholders` Meetings (Special Meeting of holders of shares with double voting rights attached and Combined General Shareholders` Meeting) on May 11, 2017.

In addition, discussions concerning the notification process of the transaction to anti-trust authorities are progressing.


Source: =============>

http://finance.yahoo.com/news/news-r...164701624.html

[jonah]

http://www.reuters.com/article/us-lu...KCN1BM20B?il=0

[Chris Ryser]

http://www.reuters.com/article/us-lu...KCN1BM20B?il=0

The move suggests the European Commission wants concessions to address their concerns and that they could open an in-depth investigation if these are not given or seen as insufficient.

Luxottica declined to comment. Essilor was not immediately available for comment.

and the saga continues in its fullest and all is recorded on Optiboard.