Essilor Agrees to Acquire Polarized Sun Leader Costa in All Cash Deal

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CHARENTON-le-PONT, France— Essilor International (ESSI.PA) and Costa Inc. (NASDAQ: ATX) ) today announced the signature of an agreement for Essilor to acquire all outstanding shares of Costa Inc., a U.S. leader in high-performance sunglasses. Previously known as A.T. Cross, Lincoln, R.I-.based Costa Inc. designs, assembles and markets sunglasses under the Costa and Native brands. The company is expected to report approximately $100 million in revenue in 2013.

In the all-cash transaction, Costa shareholders will receive $21.50 per share, representing a 19 percent premium on the volume-weighted average share price over the past six months. This corresponds to an estimated enterprise value of approximately $270 million, Essilor said.

Under the terms of the merger agreement, certain Costa shareholders owning in aggregate an approximate 34 percent stake in the company have agreed to vote in favor of the transaction at the forthcoming special meeting called to approve it.

The deal will enable Costa to expand its distribution across the U.S. and globally and also enable the company to build its Rx sun sales, Essilor said.

Introduced in 1983 and primarily marketed through eyecare professionals and sporting goods retailers, Costa has become the fastest growing performance sunglass brand in the U.S., Essilor’s statement noted. “As the leading producer of one of the superior clarity polarized performance sunglasses, Costa is most known for its patented 580 lens technology, which offers color enhancement and increased visual acuity. Still handcrafted today in Florida, Costa’s sunglasses are backed by a lifetime warranty.”

While Costa currently derives the majority of its revenue from the Southeastern United States, it intends to capitalize on its products’ reputation and proven brand and distribution strategies to accelerate its geographic expansion, in other parts of the U.S. and internationally, the company noted.

In addition, stronger sales of prescription sun lenses, which today account for just 5 percent of revenue, “will offer another growth lever, in particular under Essilor’s leadership” as the two companies work to broaden those offerings. The acquisition will enable Costa to leverage Essilor’s expertise in surface coatings to develop innovative products in response to specific needs, such as anti-fog or hydrophobic lenses

Commenting on the acquisition, Hubert Sagnières, Essilor’s chairman and CEO said, “The high quality sunglasses and prescription sun lens segment offers high potential given its low penetration rate. Costa’s positioning, based on excellence, is perfectly aligned with Essilor’s commitment to continually raise vision quality standards and improve the performance of products available to consumers. With Essilor’s support, Costa intends to develop solutions to satisfy the unmet needs of its discerning customers and become a world leader in the high performance sunglasses segment.”

“We are delighted to be joining forces with the world leader in optics” said David G. Whalen, CEO of Costa Inc. “Over the past decade, as consumers have become more familiar with the features and benefits offered by the Costa brand, our business has grown very rapidly. As a member of the Essilor family we will have access to a deep pool of world class resources including technology and distribution that will drive our continued growth both in the United States and the global marketplace.”

The transaction is expected to close in early 2014, subject to approval by regulatory authorities and a majority of Costa shareholders. Based on current estimates, the transaction is accretive to Essilor’s earnings per share in 2014 (before impact of the purchase price allocation—PPA) and accretive in 2015. It will be financed out of Essilor’s cash reserves.