(PRESS RELEASE) CHARENTON-LE-PONT, FRANCE — EssilorLuxottica announces that it has completed its acquisition of a 76.72% ownership interest in GrandVision from HAL Optical Investments, a wholly-owned subsidiary of HAL Holding pursuant to the block trade agreement entered into with HAL on July 30, 2019.
As a result of the completion of the transaction contemplated by the block trade agreement, EssilorLuxottica acquired “predominant control” (overwegende zeggenschap) over GrandVision and is under an obligation to launch a mandatory public offer for all outstanding shares in GrandVision, in accordance with the applicable Dutch public offer rules. EssilorLuxottica’s objective is to delist GrandVision from Euronext Amsterdam.
EssilorLuxottica will submit the offer memorandum for the mandatory public offer with the Netherlands Authority for the Financial Markets (AFM) no later than September 23, 2021, which is the ultimate date to submit the offer memorandum with the AFM for approval under the Dutch bidding rules.
The offer memorandum will concern the mandatory public offer on all issued and outstanding ordinary shares in the share capital of GrandVision, each with a nominal value of Euro 0.02. The offer price per share shall be Euro 28.42, which is equal to the amount per share EssilorLuxottica paid under the block trade agreement. The offer price is also equal to the highest price paid by EssilorLuxottica for shares in the capital of GrandVision during the twelve months preceding the announcement of the mandatory public offer and is therefore a “fair price” (billijke prijs) as referred to in section 5:80a of the “Dutch Financial Supervision Act” (Wet op het financieel toezicht). Settlement of the mandatory public offer is expected to take place within six months.
EssilorLuxottica also confirms that sufficient funds have been secured to fully finance the payment of all issued and outstanding shares in GrandVision against the offer price.
On the date of this press release, EssilorLuxottica holds a 76.72% interest in GrandVision.
EssilorLuxottica has been assisted in the transaction by Citi as M&A financial advisor, Sullivan & Cromwell LLP as M&A legal advisor, Stibbe N.V. as M&A legal advisor for Dutch law matters, BonelliErede and Stibbe N.V. as legal advisors in the arbitration process, BonelliErede and Latham & Watkins LLP as antitrust legal advisors.