EssilorLuxottica : EssilorLuxottica launches recommended mandatory
public offer for GrandVision shares
EssilorLuxottica launches
recommendedmandatory public offer for
GrandVision shares
Charenton-le-Pont,
France and Schiphol, The Netherlands (October 7,
2021 – 8:30pm CEST) –
With reference to the press release by EssilorLuxottica S.A. (the
“Offeror”) of 1 July 2021 announcing the
completion of the acquisition by the Offeror of a 76.72% ownership
interest in GrandVision N.V. (“GrandVision”) from
HAL Optical Investments, a wholly-owned subsidiary of HAL Holding,
the Offeror and GrandVision today jointly announce that the Offeror
is making a recommended mandatory public offer to all holders of
shares (the “Shares” and each holder of Shares a
“Shareholder”) at an offer price of Euro 28.42 per
Share in cash (the “Offer”) and the publication of
the related offer memorandum dated 7 October (the “Offer
Memorandum”).
Terms not defined in this press release will
have the meaning as set out in the Offer Memorandum.
Transaction highlights
- Recommended mandatory public offer
by the Offeror for all the issued and outstanding ordinary shares
of GrandVision at a price of Euro 28.42 per Share in cash.
- The Management Board and
Supervisory Board of GrandVision unanimously recommend Shareholders
to accept the Offer.
- The Offeror, as per today holds an
aggregate amount of 220,537,421 Shares, representing approximately
86.67% of the issued share capital of GrandVision.
- The Acceptance Period begins at
9:00 hours, Amsterdam time on 8 October 2021 and ends at 17:40
hours, Amsterdam time on 3 December 2021.
The OfferThe Offer is a
mandatory public offer. The Offeror will make the offer on the
terms and restrictions contained in the Offer Memorandum. For each
Share validly tendered under the terms and subject to the
restrictions contained in the Offer Memorandum (or defectively
tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) to the Offeror, the Offeror offers the
Offer Price of Euro 28.42 in cash, which includes any dividend or
other distribution on the Shares with a record date for entitlement
on or prior to the Settlement Date and, consequently, the
consideration per Share payable under the Offer will be decreased
by the full amount of such declaration of dividend, payment of such
previously declared dividend or other distribution, if any, (before
any applicable withholding tax) on or prior to the Settlement
Date.
The Offeror will fund the offer through readily
available cash resources. The Offeror may also utilize existing
committed credit lines that are available for general corporate
purposes.
Unanimous support and recommendation
by GrandVision’s Boards
GrandVision’s Boards (excluding the Non-Independent Members), after
having reviewed with the support of their legal and financial
advisers the terms of the Offer and having taken the interests of
all of GrandVision’s stakeholders into account, unanimously
determined that the Offer is in the best interest of the
GrandVision Group, and promotes the sustainable success of its
business, taking into account the interests of all its
stakeholders.
ING Bank N.V. has issued a Fairness Opinion to
the GrandVision Boards indicating that, as of the date of such
Fairness Opinion and based upon and subject to the matters set
forth in the Fairness Opinion, the Offer Price is fair, from a
financial point of view, to the Shareholders in form and substance
satisfactory to the relevant Boards and in support of their
recommendation of the Offer.
With reference to the above, the Boards
unanimously (i) support the Offer; and (ii) recommend that the
Shareholders accept the Offer and tender their Shares in the
Offer.
Furthermore, GrandVision acknowledges and agrees
that it will be desirable that the Offeror acquires full ownership
of GrandVision and its business. GrandVision has agreed with the
Offeror in the Support Agreement that GrandVision and its members
of the Management Board and the Supervisory Board shall reasonably
consider any reasonable proposals for post-closing second-step
transactions in order for the Offeror to acquire full ownership of
GrandVision and its business.
Indicative timetable
Expected date and time |
|
Event |
|
|
|
7 October 2021 |
|
Public announcement of general availability of the Offer Memorandum
as from 7 October 2021 and the commencement of the Offer, in
accordance with Article 10, paragraph 3 of the Decree |
|
|
|
09:00 hours 8 October 2021 |
|
Commencement of the Acceptance Period, in accordance with Article
14, paragraph 2 of the Decree |
|
|
|
17:40 hours, 3 December 2021, unless extended |
|
Acceptance Closing DateDeadline for Shareholders wishing to tender
Shares, unless extended in accordance with Article 15, paragraph 2
of the Decree |
|
|
|
Within three Business Days following the Acceptance Closing
Date |
|
Acceptance DateThe date on which the Offeror shall publicly
announce that it will accept transfer (levering) of all Tendered
Shares on the terms of the Offer and announce the aggregate value,
the number and the corresponding percentage of Shares tendered to
the Offeror prior to or on the Acceptance Closing Date and the
number of Shares to be owned by the Offeror as of the Settlement
Date (as defined in Section 4.7 (Settlement) of the Offer
Memorandum), in accordance with Article 16 of the Decree |
|
|
|
No later than on the third Business Day following the Acceptance
Date |
|
Post-Acceptance PeriodThe Offeror may announce a post-acceptance
period (na-aanmeldingstermijn) for the Offer for a maximum period
of two weeks. During a post-acceptance period, Shareholders that
have not yet tendered their Shares under the Offer will be given
the opportunity to do so in the same manner and under the same
terms as set out in this Offer Memorandum all in accordance with
Article 17 of the Decree |
|
|
|
No later than five Business Days after the Acceptance Date |
|
Settlement DateThe date on which, in accordance with the terms of
the Offer, the Offeror shall pay the Offer Price per Share to
Shareholders who have validly tendered (or defectively tendered
provided that such defect has been waived by the Offeror) and
delivered (geleverd) their Shares under the Offer |
|
|
|
Shares held by the OfferorThe
Offeror, as per today, holds an aggregate amount of 220,537,421
Shares, representing approximately 86.67% of the issued share
capital of GrandVision.
Acceptance PeriodThe Acceptance
Period begins at 9:00 hours, Amsterdam time on 8 October 2021 and
ends at 17:40 hours, Amsterdam time on 3 December 2021 (the
“Initial Acceptance Closing
Date”), unless extended in accordance with Article 15 of
the Decree and the provisions of the Offer Memorandum.
The Offeror has the right to extend the
Acceptance Period once for a minimum of two weeks and up to a
maximum of ten weeks. See also Section 4.5 (Extension) of the Offer
Memorandum.
Shares tendered on or before the Initial
Acceptance Closing Date cannot be withdrawn. Exceptions to this are
the possibility for Shareholders to withdraw their Shares tendered
under the Offer if:
- the Acceptance Period is extended
in accordance with the provisions of Article 15, paragraph 3 of the
Decree; and/or
- the Enterprise Chamber of the
Amsterdam Court of Appeal (Ondernemingskamer) (“Enterprise
Chamber”) has determined a fair price for the Shares in
accordance with Article 5:80b Wft and this decision has been
declared provisionally enforceable (uitvoerbaar bij voorraad) or
has become final (onherroepelijk), pursuant to Article 15,
paragraph 8 of the Decree, and/or
- the Offer Price is increased
whereby the increase does not solely consist of cash and the Shares
are withdrawn in accordance with the provisions of Article 15a,
paragraph 3 of the Decree.
During any extension of the Acceptance Period,
Shares previously tendered and not subsequently withdrawn will
remain tendered under the Offer. Any Shares tendered during the
extension of the Acceptance Period cannot be withdrawn. The Offeror
will accept all Shares that have been validly tendered (or
defectively tendered provided that such defect has been waived by
the Offeror) and not previously withdrawn on the terms of the Offer
in accordance with the procedures set forth in Section 4.3
(Acceptance by Shareholders) of the Offer Memorandum. The Offeror
has the right to continue the Offer during the Post-Acceptance
Period as set out in Section 4.8 (Post-Acceptance Period) of the
Offer Memorandum.
The Offeror will publicly announce the aggregate
value, the number and the corresponding percentage of Shares
tendered to the Offeror prior to or on the Acceptance Closing Date
and the number of Shares to be owned by the Offeror as of the
Settlement Date (as defined in Section 4.7 (Settlement) of the
Offer Memorandum). This public announcement will be made in
accordance with Article 16 of the Decree no later than on the
Acceptance Date.
AcceptanceHolders of Shares
which are held through an Admitted Institution are requested to
make their acceptance known via their bank or stockbroker no later
than 17:40 hours, Amsterdam time on the Acceptance Closing Date
unless the Acceptance Period is extended in accordance with Section
4.2 (Offer Price) or Section 4.5 (Extension) of the Offer
Memorandum.
The relevant bank or stockbroker may set an
earlier deadline for communication by Shareholders in order to
permit the bank or stockbroker to communicate their acceptance to
ABN AMRO Bank N.V. (the “Exchange
Agent“) in a timely manner.
The Admitted Institutions may tender Shares for
acceptance only to the Exchange Agent and only in writing. The
Admitted Institutions are requested to tender the Shares via
Euroclear Nederland (Swift message MT565) under CSE 6. In
submitting the acceptance, the Admitted Institutions are required
to declare that:
- they have the Tendered Shares in
their administration;
- each Shareholder who accepts the
Offer irrevocably represents and warrants that the Shares tendered
by it are being tendered in compliance with the restrictions set
out in Section 4.11 (Restrictions) and Section 1.2 (Important
information) of the Offer Memorandum; and
- they undertake to transfer these
Shares to the Offeror on or before the Settlement Date.
Although under normal circumstances the relevant
Admitted Institution will ensure that the Shares are transferred
(geleverd) to the Offeror, if so instructed by the Shareholder,
Shareholders are advised that each Shareholder is responsible for
transfer (levering) of its Shares to the Offeror.
The payment of the Offer Price to an Admitted
Institution for the benefit of a Shareholder will only occur when
all tendered Shares of such Shareholder are delivered. No split
settlement will be facilitated.
In case of failure to deliver the Tendered
Shares on the Settlement Date, a penalty of 10% of the Offer Price
per Tendered Share will be charged by the settlement agent for
every non-delivered Tendered Share to the relevant Admitted
Institution.
Subject to Article 15, paragraph 3 and Article
15a, paragraph 3 of the Decree, the tendering of Shares in
acceptance of the Offer shall constitute irrevocable instructions
to:
- block any attempt to transfer
(levering) the Shares tendered by the relevant Shareholder, so that
on or before the Settlement Date no transfer (levering) of such
Shares can be effected (other than any action required to effect
the transfer (levering) to the Offeror);
- debit the securities account in
which those Shares are held on the Settlement Date in respect of
all Shares tendered against payment of the Offer Price for those
Shares by the Exchange Agent on the Offeror's behalf; and
- effect the transfer (leveren) of
those Tendered Shares to the Offeror.
ExtensionIn accordance with
Article 15 of the Decree, the Offeror may extend the Offer past the
Initial Acceptance Closing Date only once for a minimum period of
two weeks and a maximum period of ten weeks.
If the Offer is extended, all references in this
Offer Memorandum to the Acceptance Closing Date shall, unless the
context requires otherwise, be moved to the latest date and time to
which the Offer has been so extended. However, as noted in Section
4.3.2 (Acceptance via an Admitted Institution) of the Offer
Memorandum, a custodian, bank or broker may set an earlier deadline
for Shareholders to communicate acceptances of the Offer in order
to permit the custodian, bank or broker to communicate such
acceptances to the Exchange Agent in a timely manner.
If the Acceptance Period is extended and the
obligation to publicly announce the aggregate value, the number and
the corresponding percentage of Shares tendered to the Offeror
prior to or on the Acceptance Closing Date and the number of Shares
to be owned by the Offeror as of the Settlement Date (as defined in
Section 4.7 (Settlement) of the Offer Memorandum), pursuant to
Article 16 of the Decree is postponed, the Offeror shall make a
public announcement to that effect no later than on the third
Business Day following the Initial Acceptance Closing Date in
accordance with Article 15 of the Decree. At the date of this Offer
Memorandum, the Offeror has no intention to extend the Acceptance
Period. The final decision on whether or not to extend the
Acceptance Period will be taken by the end of the Initial
Acceptance Closing Date, based on all relevant facts and
circumstances at such time.
SettlementShareholders having
tendered their Shares for acceptance will receive no later than on
the Settlement Date the Offer Price in respect of each Share
validly tendered (or defectively tendered provided that such defect
has been waived by the Offeror) and delivered (geleverd) on the
terms and subject to the restrictions of the Offer.
Shareholders should note that the Offeror
undertakes to make the payment of the Offer Price in respect of
each Share tendered during the Acceptance Period within five
Business Days following the Acceptance Date. The Offeror cannot
guarantee that Shareholders will receive the payment within such
period.
Post-Acceptance PeriodIn
accordance with Article 17 of the Decree, the Offeror has the right
to announce within three Business Days after the Acceptance Date, a
post-acceptance period (na-aanmeldingstermijn) (the
“Post-Acceptance Period”) of a maximum of two
weeks to enable Shareholders who did not tender their Shares during
the Acceptance Period to tender their Shares on the same terms and
subject to the same restrictions as the Offer. The Post-Acceptance
Period will commence on the first Business Day following the
announcement of a Post-Acceptance Period.
The Offeror will continue to accept the transfer
(levering) of all Tendered Shares during the Post-Acceptance Period
and will pay the Offer Price for each Tendered Share that has been
transferred (geleverd) to the Offeror promptly, but in any event
within five Business Days following the date on which the relevant
Shareholder transferred (geleverd) its Shares to the Offeror. The
Offeror cannot guarantee that Shareholders will receive the payment
within this period.
During the Post-Acceptance Period, Shareholders
have no right to withdraw Tendered Shares from the Offer,
regardless of whether the Shares have been tendered either during
the Acceptance Period or the Post-Acceptance Period.
As of the relevant Settlement Date, dissolution
(ontbinding) or annulment (vernietiging) of the tendering, sale or
transfer (levering) of any Tendered Share that has been tendered
during the Post-Acceptance Period is not possible.
Liquidity, delisting of Shares and
post-closing stepsThe purchase of Shares by the Offeror
under the Offer will, among other things, reduce the number of
Shareholders and the number of Shares that might otherwise be
traded publicly. As a result, the size of the free float in Shares
may be (substantially) reduced following completion of the Offer
and trading volumes and liquidity of Shares are expected to be
adversely affected. The Offeror does not intend to set up a
liquidity mechanism following the Settlement Date for the Shares
that are not tendered under the Offer.
After closing of the Offer, the Offeror intends
to terminate GrandVision’s listing on Euronext Amsterdam and to
acquire 100% of the shares of GrandVision pursuant to statutory
buy-out proceedings or to obtain full ownership of GrandVision’s
business through other second-step transactions. These steps are
likely to have significant consequences for Shareholders who do not
tender their Shares under the Offer, including the possibility of a
substantial delay in the receipt by them of proceeds. Any measures
or processes as set out in Section 5.11.2 of the Offer Memorandum
may be subject to different tax consequences than those that apply
in case Shareholders had tendered their Shares in the Offer. See
Section 9 (Certain material Dutch tax consequences) of the Offer
Memorandum for a general summary of certain material Dutch tax
consequences for non-tendering Shareholders of the Buy-Out and
certain Post-Closing Measures. No decision in respect of pursuing
other second transactions steps as set out in Section 5.11.2 of the
Offer Memorandum has been taken by the Offeror as at the date of
this Offer Memorandum. The Offeror and GrandVision may initiate
steps to implement a second-step transaction before or after the
end of the Acceptance Period, including by convening a general
meeting to adopt any resolutions needed for the implementation of a
second-step transaction.
If, following the Settlement Date, the Offeror
and its Affiliates, alone or together with GrandVision, hold at
least ninety-five per cent (95%) of the Shares, the Offeror may
commence a compulsory buy-out procedure (uitkoopprocedure) in
accordance with Article 2:92a or Article 2:201a of the Dutch Civil
Code or the takeover buy-out procedure in accordance with Article
2:359c Dutch Civil Code to buy-out the holders of Shares that have
not tendered their Shares under the Offer. In such procedure, any
remaining minority shareholders of GrandVision will be offered the
Offer Price for their Shares unless there would be financial,
business or other developments or circumstances that would justify
a different price (including a reduction resulting from the payment
of dividends) in accordance with, respectively, Article 2:92a,
paragraph 5 or 2:201a, paragraph 5 or Article 2:359c, paragraph 6
of the Dutch Civil Code.
AnnouncementsAny announcement
contemplated by the Offer Memorandum will be issued by press
release.
Offer Memorandum, Position
Statement and further
informationThis announcement contains selected, condensed
information regarding the Offer and does not replace the Offer
Memorandum and/or Position Statement. The information in this
announcement is not complete and additional information is
contained in the Offer Memorandum and Position Statement.Digital
copies of the Offer Memorandum are available on the website of the
EssilorLuxottica (www.essilorluxottica.com) and digital copies of
the Offer Memorandum and Position Statement are available on the
website of GrandVision (www.grandvision.com). Such websites do not
constitute part of, and are not incorporated by reference into, the
Offer Memorandum.
Copies of the Offer Memorandum and the Position
Statement are also available free of charge from GrandVision and
the Exchange Agent.
GrandVision N.V.The BaseEvert
van de Beekstraat 1-80Tower C, 6th floor1118CL SchipholThe
Netherlands
ABN AMRO Bank N.V.Corporate
Broking and Issuer Services HQ7212Gustav Mahlerlaan 101082 PP
Amsterdam The Netherlands
AdvisersCitigroup Global
Markets Europe AG is acting as the Offeror’s financial adviser.
Stibbe N.V. is acting as legal adviser to the Offeror as to Dutch
law. Sullivan & Cromwell LLP is acting as the Offeror’s legal
adviser for matters of U.S. and French law.
ING Bank N.V. is acting as GrandVision’s
financial adviser. De Brauw Blackstone Westbroek N.V. is acting as
GrandVision’s legal adviser.
About
EssilorLuxotticaEssilorLuxottica is a global leader in the
design, manufacture and distribution of ophthalmic lenses, frames
and sunglasses. Formed in 2018, its mission is to help people
around the world to see more, be more and live life to its fullest
by addressing their evolving vision needs and personal style
aspirations. The Company brings together the complementary
expertise of two industry pioneers, one in advanced lens technology
and the other in the craftsmanship of iconic eyewear, to set new
industry standards for vision care and the consumer experience
around it. Influential eyewear brands including Ray-Ban and Oakley,
lens technology brands including Varilux and Transitions, and
world-class retail brands including Sunglass Hut, LensCrafters and
since 1st July (via a majority interest) - GrandVision are part of
the EssilorLuxottica family. In 2020, EssilorLuxottica had over
140,000 employees and consolidated revenues of Euro 14.4 billion.
The EssilorLuxottica share trades on the Euronext Paris market and
is included in the Euro Stoxx 50 and CAC 40 indices. Codes and
symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL:FP.
For more information, please visit www.essilorluxottica.com.
About
GrandVisionGrandVision, part of the
EssilorLuxottica group, is a global leader in optical retailing,
delivering high quality and affordable eye care to more and
more customers around the world. The high-quality eye care offered
by GrandVision includes a wide range of services provided by its
vision experts. Our products include prescription glasses including
frames and lenses, contact lenses and contact lens care products,
as well as sunglasses both plain and with prescription lenses.
These products are offered through leading optical retail banners
which operate in more than 40 countries across Europe, the
Americas, the Middle East and Asia. GrandVision serves its
customers in over 7,200 stores and with more than 39,000
employees, proving every day that in EYE CARE, WE CARE
MORE. Since March 2021, GrandVision is a participant of the
United Nations Global Compact and we adhere to our principle-based
approach to responsible business. For more information, please
visit www.grandvision.com
CONTACTS
EssilorLuxottica GrandVision
Giorgio Iannella - Head of Investor
Relations Annia
Ballesteros – Investor Relations Directore-mail:
ir@essilorluxottica.com e-mail:
annia.balesteros@grandvision.com
Marco Catalani - Head of Corporate
Communications Carola
Okhuijsen – Head of Corporate Communicationse-mail:
media@essilorluxottica.com e-mail:
carola.okhuijsen@grandvision.com
DISCLAIMER
This is a joint press release by
EssilorLuxottica and GrandVision pursuant Section 10, paragraphs 1
and 3, Section 18, paragraph 3 and Section 24, paragraph 2 of the
Dutch Decree on Public Takeover Bids (Besluit openbare biedingen
Wft) in connection with the recommended mandatory public offer by
EssilorLuxottica for all the issued and outstanding shares in the
share capital of GrandVision.
The Offer has been made for the ordinary shares
of GrandVision, a Dutch company with shares listed on Euronext
Amsterdam, and is subject to Dutch disclosure and procedural
requirements, which may be different from those of the United
States of America.
To the extent applicable, the Offer will be also
conducted in the United States of America in accordance with the
applicable provisions of Section 14(e) of the U.S. Securities
Exchange Act of 1934 (the “Exchange Act”) and
Regulation 14E adopted under the Exchange Act, and subject to any
available exemptions provided by Rule 14d-1.
Neither the U.S. Securities and Exchange
Commission nor any securities commission of any State of the United
States of America has (a) approved or disapproved the Offer; (b)
passed upon the merits or fairness of the Offer; or (c) passed upon
the adequacy or accuracy of the disclosure in the offering
document. Any representation to the contrary is a criminal offense
in the United States of America.
The information in the press release is not
intended to be complete. This announcement is for information
purposes only and does not constitute an offer, or any solicitation
of any offer, to buy or subscribe for any securities. Any offer is
only made by means of the Offer Memorandum approved by the
Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten).
The distribution of this press release may, in
some countries, be restricted by law or regulation. Accordingly,
persons who come into possession of this document should inform
themselves of and observe these restrictions. To the fullest extent
permitted by applicable law, EssilorLuxottica and GrandVision
disclaim any responsibility or liability for the violation of any
such restrictions by any person. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
that jurisdiction. Neither EssilorLuxottica, nor GrandVision, nor
any of their advisors assumes any responsibility for any violation
by any of these restrictions. Any GrandVision shareholder who is in
any doubt as to his or her position should consult an appropriate
professional advisor without delay.
This press release may contain forward-looking
statements that reflect EssilorLuxottica’s and/or GrandVision’s
current views with respect to future events and financial and
operational performance. These forward-looking statements are based
on EssilorLuxottica’s and/or GrandVision’s beliefs, assumptions and
expectations regarding future events and trends that affect
EssilorLuxottica’s and/or GrandVision’s future performance, taking
into account all information currently available to
EssilorLuxottica and/or GrandVision, and are not guarantees of
future performance. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future,
and EssilorLuxottica and GrandVision cannot guarantee the accuracy
and completeness of forward-looking statements. A number of
important factors, not all of which are known to EssilorLuxottica
and/or GrandVision or are within EssilorLuxottica’s and/or
GrandVision’s control, could cause actual results or outcomes to
differ materially from those expressed in any forward-looking
statement as a result of risks and uncertainties facing
EssilorLuxottica and/or GrandVision. Any forward- looking
statements are made only as of the date of this press release, and
EssilorLuxottica and GrandVision assumes no obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information or for any other reason.
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