EssilorLuxottica : Results of EssilorLuxottica’s mandatory public
offer for GrandVision shares
Results of
EssilorLuxottica’s
mandatory public offerfor
GrandVision
shares
- Acceptance Period ended 3
December 2021 (at 17:40 hours CET)
- 13.06%
of GrandVision
shares have been
tendered under the Offer
during the Acceptance Period
- Including
the 86.67%
interest already held by the
Offeror, the Offeror will
hold a total interest
of
99.73%
- Settlement
of the Offer will take place
on 8 December
2021, at which date the Offer Price of
Euro 28.42 per
Share will be paid
- Remaining Shares can be
tendered during the Post-Acceptance
Period, commencing on 7 December
2021 at 09:00 hours
CET and ending on
20 December 2021
at 17:40 hours
CET
Charenton-le-Pont,
France and Schiphol, the Netherlands
(6
December, 2021 –
7:00am
CET) – With reference to the
press release of 7 October 2021 by EssilorLuxottica S.A. (the
“Offeror“) and GrandVision N.V.
(“GrandVision”) regarding the publication of the
offer memorandum of the same date (the “Offer
Memorandum”) for the recommended mandatory public offer
(the “Offer”) by the Offeror to all holders of
shares in GrandVision, the Offeror and GrandVision hereby announce
the results of the Offer.
Terms not defined in this press release will
have the meaning as set out in the Offer Memorandum.
AcceptanceDuring the Acceptance
Period, which expired at 17:40 hours CET on 3 December 2021,
33,225,412 Shares have been tendered under the Offer, representing
an interest of approximately 13.06% and an aggregate value of
approximately Euro 944,266,209. Including the 220,537,421 Shares
already held by the Offeror on the date hereof, the Offeror will
hold a total of 253,762,833 Shares, representing approximately
99.73% of the issued share capital of GrandVision.
In accordance with Article 24 of the Decree, the
closing (gestanddoening) of the Offer is not subject to
conditions.
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) on 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 8 December 2021.
Post-Acceptance PeriodThe
Offeror hereby announces that Shareholders who have not tendered
their Shares during the Acceptance Period will have the opportunity
to tender their Shares under the same terms applicable to the
Offer, during the Post-Acceptance Period (na-aanmeldingstermijn)
which will start on 7 December 2021, at 09:00 hours CET and end on
20 December 2021 at 17:40 hours CET.
The Offeror will publicly announce the results
of the Post-Acceptance Period and the total amount and total
percentage of Shares held by it in accordance with Section 17
paragraph 4 of the Decree no later than on the third Business Day
following the last day of the 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.
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.
DelistingAs a result of the
Offeror holding more than 95% of the Shares, the Offeror and
GrandVision intend to procure delisting of the Shares on Euronext
Amsterdam as soon as possible under the applicable rules. Further
details on the delisting will be announced when available. These
steps are likely to have significant consequences for Shareholders
who do not tender their Shares under the Offer. 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.
Further implications for
non-tendering ShareholdersRemaining Shareholders
who do not wish to tender their Shares in the Post-Acceptance
Period should carefully review the sections of the Offer Memorandum
that further explain the intentions of the Offeror, such as (but
not limited to) Section 5.11 (Consequences of the Offer for
non-tendering Shareholders), which describes certain implications
to which such Shareholders may become subject with their continued
shareholding in GrandVision.
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
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
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 16 paragraph 1
and paragraph 2, Section 17 and Section 24 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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