Essilor Signs Agreement to Acquire FGX International Holdings .......................

[Chris Ryser]

Essilor Signs Agreement to Acquire FGX International Holdings Limited, the US Leader in Non-Prescription Reading Glasses

CHARENTON-LE-PONT, France, December 16 /PRNewswire-FirstCall/ --

Essilor International and FGX International Holdings Limited today announced that they have signed an agreement whereby Essilor will acquire FGX International, the leading designer and marketer of non-prescription reading glasses in the United States.

Headquartered in Smithfield, Rhode Island, FGX International reported 2008 revenue of $256 million, generated mainly in the US and Canada, and has approximately 375 full-time employees. Its products, which also include sunglasses, are sold in over 68,000 retail locations, including mass merchandisers, drugstores, ophthalmic retailers and department stores. FGX International has a portfolio of highly recognized eyewear brands, including Foster Grant(R), Magnivision(R), Angel(TM), Gargoyles(R), Anarchy(R), SolarShield(R), PolarEyes(R) and Corinne McCormack(R), and also holds
licenses for brands such as Ironman(R), Levi Strauss Signature(R), Body Glove(R) and C9 by Champion(R).

"This acquisition is in line with Essilor's strategy of procuring the resources needed to provide a quality offering that covers different eyewear market segments around the world in order to meet a wide range of needs. It also strengthens the company's business base and enhances its growth prospects," said Hubert Sagnieres, Essilor's COO and CEO designate. "Demand for non-prescription reading glasses is growing. In addition, the market fits well with our prescription lens business and is supported by favorable demographic trends. FGX will benefit from our international distribution network while we will leverage FGX's brands and expertise to deploy this new offering around the world."

Alec Taylor, CEO of FGX International commented "This proposed merger is of major significance to FGX International. Essilor's global reach will be of considerable strategic value to market our products on a worldwide basis and will greatly enhance our competitive position. Essilor's global footprint will allow us to expand our presence in Europe, Asia and other parts of the world, while continuing to focus on growing our North American sales in over-the-counter reading glasses and popular-priced sunglasses. We also find the Essilor culture compelling and a good fit with ours. We believe this transaction represents a significant value for our shareholders."
The all-cash transaction is valued at approximately $565 million, including the repayment of FGX's net debt of approximately $100 million. This transaction price represents $19.75 per FGX International share.

Under the terms of the agreement, which has been approved by both companies' Boards of Directors, FGX International will be merged with a wholly owned subsidiary of Essilor. In addition to the merger agreement, certain shareholders representing approximately 33% of FGX's outstanding stock, including Berggruen Holdings North America Ltd and the company's senior management, have signed support agreements committing to vote in favor of the transaction at the special meeting of shareholders that will be called to approve the transaction.

The transaction, which is subject to regulatory approvals and the affirmative vote of a majority of FGX's shareholders, is expected to close in 2010.

The transaction will be financed using Essilor's cash reserves and existing committed credit facilities.

Based on current estimates, the transaction is expected to be accretive to Essilor's earnings per share in 2010 (before impact of the purchase price allocation) and accretive in 2011.

[Uni-Clip]

But why? I can't comprehend the move. Can anybody shine some light?

[Jacqui]

I heard about this a couple of weeks ago.

[AWTECH]

But why? I can't comprehend the move. Can anybody shine some light?

Its to get into another indirect yet related field, sort of like Satis-Loh in my opinion.

They now have such a large percentage of the optical lens business this becomes more of a defensive segment and I am sure they want to keep on the offense. They can offer FGX the add of prescription lenses to some of their lines. They can use the FGX for prescription online sales etc, etc.

[WFruit]

But why? I can't comprehend the move. Can anybody shine some light?

To make more money.

Eventually everything will be Essilor lenses in Luxottica frames all made by equipement running software made by Microsoft.

[Chris Ryser]

FGX International to be Acquired by Essilor International for $19.75 Per Share


SMITHFIELD, R.I., Dec 16, 2009 (BUSINESS WIRE) -- FGX International Holdings Limited (NASDAQ:FGXI) today announced that it has signed a definitive agreement to merge with a subsidiary of Essilor International ofCharenton-le-Pont, France. Essilor shares trade on the NYSE Euronext Paris market and are included in the CAC 40 index.
Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, FGX International shareholders will receive $19.75 per share in cash upon completion of the merger, for an aggregate value of approximately $565 million, including the assumption of FGX debt of approximately $100 million. If completed, FGX International will become a wholly owned subsidiary of Essilor.

Essilor International is the world leader in ophthalmic optical products. Marketed under such brands as Varilux(R), Crizal(R), Essilor(R) and Definity(R), Essilor offers a wide range of lenses to correct myopia, hyperopia, astigmatism and presbyopia. Essilor has approximately 35,000 employees with a presence in approximately 100 countries, including the US. It operates through 15 production sites, 293 lens finishing laboratories and local distribution networks. In 2008, Essilor had revenues of approximately EUR 3.1 billion.

FGX International is North America's leading designer and marketer of non-prescription reading glasses and popular priced sunglasses. FGX brands include FosterGrant(R), Magnivision(R), Solar Shield(R), Polar Eyes(R), Corinne McCormack(R), Angel(TM), Anarchy(R), and Gargoyles(R). FGX also holds licenses to sell optical products under the Ironman, Levi Strauss Signature, C9 by Champion and Body Glove brands. FGX International products are found in over 68,000 retail locations in the US, Canada, Mexico and the United Kingdom. Revenues for 2008 were approximately $256 million (approximately $237 million, excluding the divested Jewelry business).

Alec Taylor, CEO of FGX International commented "This proposed merger is of major significance to FGX International. Essilor's global reach will be of considerable strategic value to market our products on a worldwide basis and will greatly enhance our competitive position. Essilor's global footprint will allow us to expand our presence in Europe, Asia and other parts of the world, while continuing to focus on growing our North American sales in over-the-counter reading glasses and popular-priced sunglasses. We also find the Essilor culture compelling and a good fit with ours. We believe this transaction represents a significant value for our shareholders."

"This acquisition is in line with Essilor's strategy of procuring the resources needed to provide a quality offering that covers different eyewear market segments around the world in order to meet a wide range of needs. It also strengthens the company's business base and enhances its growth prospects," said Hubert Sagnières, Essilor's COO and CEO designate. "Demand for non-prescription reading glasses is growing. In addition, the market fits well with our prescription lens business and is supported by favorable demographic trends. FGX will benefit from our international distribution network while we will leverage FGX's brands and expertise to deploy this new offering around the world."

FGX International will be a stand-alone business unit of Essilor. FGX's headquarters will remain in Rhode Island and it will also continue to maintain offices in San Luis Obispo, CA; Toronto, Canada; Stoke-on-Trent, England; New York, NY; Mexico City, Mexico; and Shenzhen, China. Alec Taylor will remain Chief Executive Officer of FGX International and FGX's management team will be unchanged.

Read More At:

http://phx.corporate-ir.net/phoenix....6404&highlight=