Luxottica Group S.p.A. (“Luxottica”), a company subject to the management and coordination of EssilorLuxottica S.A., announced today that it has entered into a preliminary sale and purchase agreement for the acquisition of a total of no. 1,727,141 shares of the company Giorgio Fedon & Figli S.p.A. (“Issuer” or “Company”), listed on Euronext Growth Milan, the market organized and managed by Borsa Italiana S.p.A., representing 90.9% of the share capital of the Company (“Agreement”).
The Agreement was entered into with the relevant shareholders of the Company (i.e. 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 (hereinafter collectively the “Sellers”).
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.
Furthermore, EssilorLuxottica will also leverage on the Company to pursue its sustainability strategy, investing in the recyclability and circularity of the packaging materials produced by the Company.
Pursuant to the Agreement, completion of the sale and purchase (“Closing”) is subject to the fulfillment of certain conditions precedent, as customary in transactions of this kind, including the obtainment of applicable antitrust clearances, the renewal of the board of directors of the Issuer, as well as the management bodies of the companies of the group and the insertion of the voluntary reference to article 111 (Diritto di Acquisto) of Legislative Decree no. 58/1998 (“TUF“) in the bylaws of the Company, for the purpose of allowing the right of squeeze-out upon holding a shareholding equal to at least 90% of the share capital (“Conditions Precedent”).
The purchase price agreed and to be paid on the Closing date to the Sellers, in proportion to the respective shareholdings, is equal to Euro 17.03 for each share and therefore to an aggregate of Euro 29.4 million. The agreed price includes a premium of 135% 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% over the weighted average of the official price of the Issuer’s shares in the 12 months preceding the date of April 8, 2022.
It is expected that the Conditions Precedent may be fulfilled and the Closing may take place by the end of June 2022.
In the event of completion of the transaction, Luxottica will hold a shareholding equal to 90.9% of the Issuer’s share capital and will be required to launch, pursuant to Article 9 (Disposizioni in materia di offerta pubblica di acquisto) of the bylaws of the Company and of art. 6-bis of the Euronext Growth Issuers’ Regulation, a mandatory tender offer on all outstanding shares of the Company (“MTO”), at the same price of Euro 17.03 per share.