Transaction is expected to close in 12 to 24 months
EssilorLuxottica intends to acquire full ownership in GrandVision
(Charenton-le-Pont/France) – EssilorLuxottica S.A. today announces an agreement with Hal Optical Investments B.V., a wholly-owned subsidiary of HAL Holding N.V, for the sale of HAL’s 76.72% ownership interest in GrandVision N.V., a global leader in optical retail. Under the Block Trade Agreement, EssilorLuxottica will buy HAL’s shares for a price of Euro 28 per share, to be increased by 1.5% to Euro 28.42 if closing of the Transaction does not occur within 12 months from the announcement date. GrandVision supports the Transaction under the terms of a support agreement with EssilorLuxottica.
Closing of the Transaction between EssilorLuxottica and HAL is subject to various conditions, including obtaining antitrust clearance. The Transaction is expected to close in 12 to 24 months. After the Transaction has been successfully concluded, EssilorLuxottica will launch a mandatory cash public offer (the “Mandatory Public Offer”) for all outstanding shares in the Company, in accordance with the applicable Dutch public offer rules.
For EssilorLuxottica, the combination with GrandVision will serve as a catalyst to unlock the underlying growth potential of the eyecare and eyewear industry. The activities of both companies are highly complementary. EssilorLuxottica currently operates over 10,000 stores and several proprietary online platforms with a strong presence in the Americas. GrandVision operates more than 7,200 optical stores and online platforms in more than 40 different countries with a strong presence in Europe and Latin America.
GrandVision will bring more than 37,000 employees and Euro 3.7 billion in annual revenue to EssilorLuxottica, growing the company’s reach and expanding its dialogue with end consumers. The combination with GrandVision will create an extended multichannel platform to seize future opportunities in retail and in consumer interaction on eyecare and eyewear products and services.
Comments of EssilorLuxottica and GrandVision
Leonardo Del Vecchio, Executive Chairman of EssilorLuxottica commented: “Following the creation of EssilorLuxottica, which I strongly pursued, the acquisition of GrandVision represents the realization of a vision that has guided my actions and the growth of Luxottica over all these years. With GrandVision we will be able to develop our retail network, finally extended throughout the geographies, and fully enable our multichannel and digital platforms. We will raise the quality of in-store experience for products, brands and services for the benefit of all consumers and our wholesale customers.”
Hubert Sagnières, Executive Vice Chairman of EssilorLuxottica stated: “This acquisition is another step towards our ambition to eradicate poor vision in the world before 2050. Following the combination with Luxottica, it‘s a milestone in our vision of reshaping the optical industry with the aim to provide all consumers of the world a better optical experience with higher quality eyewear. We look forward to welcoming the 37,000 employees of GrandVision to the growing EssilorLuxottica family. Together, we will have an even stronger voice to champion better vision everywhere in the world.”
Stephan Borchert, CEO of GrandVision: “The future integration of GrandVision with EssilorLuxottica brings new opportunities to GrandVision’s business, its well-established retail banners, stores, employees and all our stakeholders. Furthermore, it will create a truly global eyecare and eyewear company that is ideally positioned to capture changing consumer needs and behaviors, and provide its customers with a high quality optical omni-channel customer experience. This transaction is expected to provide value to GrandVision’s shareholders, while allowing for the acceleration of GrandVision’s growth strategy through the expansion of our store network and online platforms. EssilorLuxottica’s interest in joining forces with GrandVision is a clear recognition of GrandVision’s successful strategy, our state-of-the-art retail platform and our people. We look forward to joining forces with EssilorLuxottica in what will be an exciting new chapter ahead.”
Kees van der Graaf, Chairman of the Supervisory Board of GrandVision: “The proposed combination of GrandVision and EssilorLuxottica provides an excellent opportunity to further strengthen the growth prospects of GrandVision. The Management Board and Supervisory Board of GrandVision decided to fully support the transaction as we believe it will contribute to the long-term sustainable success of the business and is in the best interests of GrandVision’s stakeholders.”
EssilorLuxottica and GrandVision will work together to obtain all necessary merger clearances. It is expected that it will take approximately 12 to 24 months before closing of the Transaction.
At or prior to the Annual General Meeting of Shareholders in 2020, GrandVision will propose the conditional appointment of four Supervisory Board members to be nominated by EssilorLuxottica. The appointment will be effective upon and subject to closing of the Transaction.
After closing of the Transaction and given EssilorLuxottica will obtain an ownership interest in excess of 30%, EssilorLuxottica will have the obligation to make a Mandatory Public Offer for all remaining outstanding shares of GrandVision. Settlement of the Mandatory Public Offer is expected to take place approximately 6 months after closing of the Transaction.