MILAN—EssilorLuxottica announced Monday that Luxottica Group S.p.A. has entered into a preliminary sale and purchase agreement for the acquisition of 1,727,141 shares of Giorgio Fedon & Figli S.p.A., representing 90.9 percent of the share capital of the company. The deal, which is expected to close by the end of June 2022, is valued at €29.4 million, according to EssilorLuxottica. If approved by regulators, shareholders and EssilorLuxottica’s board of directors and management, it would represent a move by the world’s largest eyeglass frame maker to diversify into eyeglass packaging and cases.

Fedon & Figli is listed on Euronext Growth Milan, the market organized and managed by Borsa Italiana S.p.A. The agreement was entered into with the relevant 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-relevant shareholders, EssilorLuxottica said in a statement.

“The transaction represents a step forward in EssilorLuxottica's vertical integration strategy, aimed at achieving the highest quality standards along the entire value chain and optimizing the service for the benefit of all industry players,” EssilorLuxottica stated. “Thanks to cutting-edge technologies and dedicated innovations, the acquisition will allow us to better fit the eyewear and spectacles with the cases and packaging to ensure maximum protection and integrity of the product, for the benefit of the final consumer,” the company said.

EssilorLuxottica also said the acquisition will enable it to pursue its sustainability strategy, investing in the recyclability and circularity of the packaging materials produced by Fedon & Figli.

The agreed upon purchase price is equal to €17.03 for each share and €29.4 million in aggregate. The agreed upon price includes a premium of 135 percent over the last official price of the company's shares recorded on April 8, 2022 (last trading day preceding the date of entry into the agreement) as well as a premium of 114 percent over the weighted average of the official price of the issuer's shares in the 12 months preceding the date of April 8, 2022, according to EssilorLuxottica.

Upon completion of the transaction, Luxottica will hold a shareholding equal to 90.9 percent of the issuer's share capital and will be required to launch a mandatory tender offer on all outstanding shares of the company ("MTO"), at the same price of €17.03 per share. The MTO is aimed at delisting the company.