CHARENTON-LE-PONT, FRANCE – A new settlement agreement addresses governance issues and sets the basis for a “renewed start of profound collaboration” between Essilor and Luxottica.
The agreement “settles any existing dispute among the parties,” which completed a merger in October to form EssilorLuxottica, according to a press release. The organization has since been plagued by infighting among its leadership.
The agreement is between EssilorLuxottica and Delfin, holding company of Leonardo Del Vecchio, the top shareholder of EssilorLuxottica. It is “aimed at immediately making the Group’s structure more efficient and effective from an operational standpoint.”
According to the agreement:
- Del Vecchio and Hubert Sagnières, who serves as vice chairman of the merged organization, empowered Francesco Milleri (deputy chairman – CEO of Luxottica Group) and Laurent Vacherot (CEO of Essilor International) to “develop and implement the EssilorLuxottica strategy and integration process, accelerating the simplification of the new Group by integrating the two operating companies within the next 12 to 24 months.”
- Milleri and Vacherot approved the appointment of key executives for the group’s central functions.
- Vacherot has been appointed as a director of EssilorLuxottica, replacing Bernard Hours, who has asked to be relieved of his office. He will also become a member of the board’s strategy committee.
- The board confirmed the search for a new CEO. Milleri and Vacherot have informed the board that they are not candidates for the position.
As a result of the agreement, all existing claims will be waived and legal proceedings will be terminated, including the request for arbitration filed by Delfin before the International Court of Arbitration of the International Chamber of Commerce on March 27.
In light of this agreement, Valoptec decided that it will withdraw the proposal submitted on April 18 for the appointment of one additional director of EssilorLuxottica. It will vote against the proposals submitted by certain institutional investors for the appointment of two additional directors, according to the release.
“The representative of Valoptec at the Board of EssilorLuxottica will integrate the Strategic and the Integration Committees of the Company,” according to the release.
“I’m very pleased of this outcome. The industrial rationale of the combination is even stronger when looking at all the opportunities raised during the meetings of the Integration Committee,” said Del Vecchio, executive chairman of EssilorLuxottica. “Today, respecting the equal power and the Combination Agreement, we have found a solution to better execute such strategic combination.”
Sagnières said, “With these decisions driving to a more unified company, EssilorLuxottica is well positioned to accelerate its growth in order to achieve its mission: 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.”