BUSINESS EssilorLuxottica Acquires HAL's 76.72 Percent Interest in GrandVision and Announces Mandatory Public Offer for Remaining GrandVision Shares By Staff Thursday, July 1, 2021 12:43 PM CHARENTON-LE-PONT, France—EssilorLuxottica (Euronext: EL) announced today that it has completed its acquisition of a 76.72 percent 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 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. Settlement of the mandatory public offer is expected to take place within six months, the company's announcement said.The proposed €7.3 billion ($8.7 billion) combination was first announced in July 2019, as VMAIL reported prior to the pandemic. Proceeding through approvals in various countries around the world, the arrival of the global COVID-19 pandemic, and, more recently, arbitration court proceedings, the companies have now moved forward to complete a deal deal which will bring the addition of over 7,200 stores worldwide to the EssilorLuxottica group.EssilorLuxottica will submit the offer memorandum for the mandatory public offer with the Netherlands Authority for the Financial Markets (AFM) no later than Sept. 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 €0.02. The offer price per share shall be €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 12 months preceding the announcement of the mandatory public offer and is therefore a “fair price” as referred to in section 5:80a of the “Dutch Financial Supervision Act.” 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. In its own statement, also issued today, HAL Holding NV stated, "Today, HAL completed the sale of its 76.72 percent ownership interest in GrandVision N.V. to EssilorLuxottica S.A. at a price of €28.42 per share. The total consideration for HAL’s ownership interest amounted to €5.5 billion, resulting in a €3.5 billion net capital gain. As part of the transaction, HAL acquired the Chilean optical retail chain Rotter y Kraus. Rotter y Kraus operates 97 stores and has annual revenues of approximately €50 million."HAL's statement also said, "HAL is grateful to have been part of the 25-year journey in which the Dutch based Pearle B.V. developed through the entrepreneurship and hard work of all the people at GrandVision into a global leader in optical retail with operations in over 40 countries. HAL expects that GrandVision will further develop and prosper under the leadership of the new owner and wishes them all the best."GrandVision posted its own statement today as well with Schiphol, Netherlands group noting the transaction between HAL and EssilorLuxottica has closed. Stephan Borchert, CEO of GrandVision, commented, “With the transaction between HAL and EssilorLuxottica completed, we are excited to lead GrandVision into a new chapter and to welcome EssilorLuxottica as our new majority shareholder. The combination of GrandVision and EssilorLuxottica creates a truly global eyecare and eyewear company that is ideally positioned to serve the widest range of consumer needs across the world and to provide our customers with a best-in-class omnichannel experience. "During the past 16 months, we have weathered unprecedented challenges, while consistently looking after the interests of our stakeholders. I am proud to lead a company that has, with a joint effort from our 39,000 employees, successfully managed the impact of the COVID-19 pandemic, and has enhanced the value of this great business. "We are currently experiencing a strong business recovery, similar to that of the second half of 2020. While the closing of the transaction has taken significant effort from all parties involved, we are delighted to see it coming through. Given the compelling strategic rationale of this transaction, GrandVision is convinced and excited about the future prospects of the combination of both our businesses,” Borchert said.Kees van der Graaf, chairman of the Supervisory Board of GrandVision, said “The completion of this transaction marks a new era for GrandVision. I would like to express my gratitude to HAL for their support and commitment for so many years. We are convinced that the combination with EssilorLuxottica will contribute to the sustainable success of the business and is in the best interests of all GrandVision's stakeholders.”As VMAIL reported on June 29, EssilorLuxottica had decided to proceed with the deal, originally announced in July 2019, and following on an arbitration court's decision, Francesco Milleri and Paul du Saillant, respectively CEO and deputy CEO of EssilorLuxottica, said, “After assessing all our options, we have made the decision to proceed with the completion of the deal without further delay. The strategic rationale of the transaction remains strong and unchanged, and after two years of efforts and relentless work, we are now ready to turn a page and start a new chapter of EssilorLuxottica’s history, with GrandVision."EssilorLuxottica said it 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.