Essilor Merger With Luxottica Progresses

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CHARENTON-LE-PONT, France—Essilor International (Reuters: ESSI.PA) has taken several steps toward finalizing its proposed merger with Luxottica announced on Jan. 16, 2017.

In a statement issued yesterday, Essilor said that its board of directors met Wednesday and approved the transfer by Essilor International of substantially all of its activities and shareholdings to its fully-owned subsidiary, Delamare Sovra, to be renamed Essilor International. The board also approved the contribution by Delfin Sarl, the Luxembourg-based holding company of the Del Vecchio family that controls Luxottica, of all its shares in Luxottica, amounting to 62.55 percent of the company.

The Delfin shares were exchanged for new shares issued by Essilor, based on an exchange ratio of 0.461 Essilor share for one Luxottica share.

Essilor will be renamed EssilorLuxottica, will be listed on Euronext Paris and will retain its registered office in France. The management structures and teams of the new combined entity, particularly the financial management, will be based in France.

In its statement, Essilor also released the names of the directors who will sit on EssilorLuxottica board of directors once the Luxottica share contribution is finalized. Eight members are appointed by Delfin: Leonardo Del Vecchio, executive chairman and CEO of EssilorLuxottica; three directors representing Delfin: Romolo Bardin, Giovanni Giallombardo and Frencesco Milleri; four additional directors: Rafaella Mazzoli, Giannia Mion, Lucia Morselli and Christina Scocchia.

Eight members are appointed by Essilor Interational: Hubert Sagnieres, executive vice chairman and deputy CEO of EssilorLuxottica; Juliette Favre, employee shareholder representative and chairman of Valoptec Association; four directors from Essilor’s current board of directors of Henrietta Fore, Bernard Hours, Annette Messmer and Olivier Pecoux.

Essilor also named the following executives to its board of directors: Hubert Sagnieres, chairman and CEO of Essilor International; Philippe Alfroid, non-independent director; Antoine Bernard de Saint-Affrique, independent director; Maureen Cavanagh, a director representing employee shareholders; Juliette Favre, director representing employee shareholders; and Henrietta FORE, independent director.

The members of EssilorLuxottica board of directors and the board of directors of Essilor International and is subject to approval by Essilor’s shareholders at their general meeting on May 11, 2017.