(PRESS RELEASE) MILAN, ITALY — Following the press release issued on April 11, 2022, in execution of the preliminary sale and purchase agreement entered into on the same date between Luxottica Group S.p.A. (“Luxottica”), a company subject to the management and coordination of Essilorluxottica S.A., and the significant shareholders of the Company (CL & & GP S.r.l., Piergiorgio Fedon, Sylt S.r.l., Italo Fedon, Laura Corte Metto, Francesca Fedon, Roberto Fedon, Flora Fedon and Rossella Fedon) as well as other non-significant shareholders (collectively the “Sellers”), Luxottica and the Sellers today announce the completion of the purchase by Luxottica of the 90.9% shareholding (“Stake”) in the share capital of Giorgio Fedon & Figli S.p.A. (“Issuer” or “Company”), listed on Euronext Growth Milan, organized and managed by Borsa Italiana S.p.A., represented by no. 1,727,141 ordinary shares of the Company, at a price equal to Euro 17.03 for each share and therefore to an aggregate of approximately Euro 29.4 million.
It should be noted that as of today – as a result of the purchase by Luxottica of the Stake – the legal conditions have arisen for Luxottica to have the obligation to launch a mandatory tender offer on the outstanding Company’s ordinary shares pursuant to and for the purposes of Article 106 of the Legislative Decree no. 58/1998 (“TUF”), as referred to in Article 9 (Disposizioni in materia di offerta pubblica di acquisto) of the bylaws of the Issuer, as well as the applicable implementing provisions contained in Consob Regulation no. 11971/99 as subsequently amended (“Offer”). With reference to the Offer, Article 111 of the TUF shall be applied by virtue of Article 9-bis (Diritto di Acquisto) of the Company’s bylaws.
