EssilorLuxottica : Final results of EssilorLuxottica’s public offer
for GrandVision shares
Final results
of
EssilorLuxottica’s public
offerfor
GrandVision
shares
- Following the
Post-Acceptance Period that ended
on December 20, the Offeror will hold in
total approximately
99.84%
of the issued share capital
of GrandVision
- Settlement
of the Shares tendered during the Post-Acceptance
Period will take place on
23 December 2021
- The last trading date of
the Shares on Euronext Amsterdam will be on 7 January 2022 and
listing and trading of the Shares will terminate as of 10
January 2022
- The Offeror will initiate
statutory buy-out proceedings in order to
obtain 100% of the Shares
Charenton-le-Pont,
France and Schiphol, the Netherlands (21
December 2021 –
7:00am
CET) – EssilorLuxottica S.A. (the
“Offeror”) and GrandVision N.V.
(“GrandVision”) are pleased to announce the result
of the post-acceptance period that ended on 20 December 2021 at
17:40 hours CET (the “Post-Acceptance
Period”).
Terms not defined in this press release will
have the meaning as set out in the Offeror’s offer memorandum dated
7 October 2021 (the “Offer Memorandum”).
AcceptanceDuring the
Post-Acceptance Period, which expired at 17:40 hours CET on 20
December 2021, 268,744 Shares have been tendered under the Offer,
representing an interest of approximately 0.11% of the issued share
capital of GrandVision.
Including the 99.73% interest already held by
the Offeror, the Offeror will hold a total of 254,031,577 Shares,
representing approximately 99.84% of the issued share capital of
GrandVision. This amounts to approximately 99.89% of the issued and
outstanding shares in GrandVision.
SettlementWith reference to the
Offer Memorandum, Shareholders who accepted the Offer shall receive
the Offer Price for each Share validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
and delivered (geleverd) under the terms and restrictions of the
Offer.
Settlement of the Offer shall occur and payment
of the Offer Price per Share validly tendered (or defectively
tendered provided that such defect has been waived by the Offeror)
shall take place on 23 December 2021.
DelistingAs announced on 13
December 2021, the listing and trading of the Shares on Euronext
Amsterdam will be terminated, as a result of the Offeror holding
more than 95% of the Shares.
In consultation with Euronext, it has been
decided that delisting will take place on 10 January 2022 and the
last trading day of the Shares will therefore be on 7 January 2022.
Reference is made to Section 5.11.2 (Liquidity, delisting of the
Shares and post-closing steps) of the Offer Memorandum.
Buy-out proceedingsAs the
Offeror has acquired more than 95% of the Shares, the Offeror
intends to initiate, as soon as possible, the Buy-Out. Reference is
made to Section 5.11.4 (Buy-out proceedings) of the Offer
Memorandum.
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
Offeror (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
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 17 paragraph 4 of
the Dutch Decree on Public Takeover Bids (Besluit openbare
biedingen Wft) in connection with the announced 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 dated 7 October 2021
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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