LUXEMBOURG and CHARENTON-LE-PONT, France— Twenty months after announcing the biggest deal in optical industry history, Delfin S.a.r.l, the majority shareholder of Luxottica Group S.p.A.
and Essilor International
have completed the combination of Essilor and Luxottica. The combined holding company, EssilorLuxottica
, has pro forma combined revenues in excess of € 16 billion, nearly 150,000 employees and an unmatched global footprint, making it the world’s largest designer, manufacturer and distributor of ophthalmic lenses, prescription frames and sunglasses. EssilorLuxottica unveiled its new visual identity and corporate website today, www.essilor-luxottica.com
Beginning Oct. 2, 2018, EssilorLuxottica shares will be traded on Euronext Paris, under the ticker symbol EL with the same ISIN code FR0000121667, according to an announcement posted on the website today. They will be part of the CAC 40 and Euro Stoxx 50 indices.
Hubert Sagnieres (l), executive vice chairman of EssilorLuxottica and Leonardo Del Vecchio, executive chairman of EssilorLuxottica.
Leonardo Del Vecchio, executive chairman of EssilorLuxottica, said, “We are at the beginning of a new chapter in our history in which we so strongly believe, bringing together frames and lenses under the same roof and completing our vertically integrated business model. We will enhance the excellences of Luxottica and Essilor to improve the service level and offer consumers around the world ever better products that leverage on our most beloved brands with cutting-edge lens technologies. We will expand our offer and foster the development of our customers' business and the entire industry.”
Hubert Sagnieres, who serves as executive vice chairman of EssilorLuxottica, a position with powers equal to those of the executive chairman, added, “The creation of EssilorLuxottica is a defining moment in our fight to elevate the importance of good vision as both a basic human right and a key lever for global development. EssilorLuxottica now has the means to give this important cause a much stronger voice and is in a position to grow the entire eyecare and eyewear industry thanks to its presence in all major segments, from lenses to frames to physical and online distribution. Our commitment to foster innovation, enhance customer service and reimagine the consumer experience will benefit all stakeholders. Moreover, the company’s mission will be strengthened by active and growing employee ownership, which is set to play a central role in the EssilorLuxottica governance model.”
In addition to their new roles at EssilorLuxottica, Del Vecchio and Sagnieres keep their respective positions as executive chairman of Luxottica and chief executive officer of Essilor International SAS, EssilorLuxottica said. Essilor International SAS and Luxottica maintain their respective boards of directors.
According to EssilorLuxottica, all conditions to the closing of the transaction have been satisfied, including approval by Essilor shareholders in May 2017, the hive-down of substantially all Essilor activities to Essilor International SAS (a wholly-owned subsidiary of Essilor) in November 2017 and clearance from all antitrust authorities whose authorization was a condition precedent to the closing of the transaction.
Following the contribution by Delfin, the majority shareholder of Luxottica, of its 62.42 percent stake in Luxottica to Essilor on Oct.1, 2018, Essilor became the parent company of Luxottica and was renamed EssilorLuxottica.
As consideration for the contribution by Delfin of its stake in Luxottica to Essilor, Essilor issued 139,703,301 new ordinary shares through a capital increase without preferential subscription rights pursuant to a resolution approved by Essilor shareholders in May 2017.
Following the closing, EssilorLuxottica main shareholders are Delfin (38.93 percent of capital with voting rights capped at 31 percent) and EssilorLuxottica employees (4.9 percent). The remaining 56.8 percent of the shares are being publicly held. EssilorLuxottica said it will soon be launching a Mandatory Exchange Offer for the remaining issued and outstanding Luxottica shares.
Essilor International and Luxottica will maintain their respective boards of directors. The board of directors of EssilorLuxottica is composed of 16 members: Leonel Ascencao Pereira, Romolo Bardin, Leonardo Del Vecchio, Juliette Favre, Giovanni Giallombardo, Bernard Hours, Annette Messemer, Francesco Milleri, Gianni Mion, Lucia Morselli, Olivier Pécoux, Sabrina Pucci3, Hubert Sagnieres, Cristina Scocchia, Jeanette Wong and Delphine Zablocki.
An integration committee, led by Leonardo Del Vecchio and Hubert Sagnieres, will ensure a smooth and successful integration of Essilor and Luxottica. The new EssilorLuxottica board of directors met today and decided on the following:
• The appointment of Hilary Halper, Essilor chief financial officer, and Stefano Grassi, Luxottica chief financial officer, as co-chief financial officers of the new combined entity.
• The Nomination and Compensation Committee will be mandated before the end of January 2019 to lead the search process for a chief executive officer.
• The approval of the new rules of procedure of the EssilorLuxottica board of directors to be published on the website of EssilorLuxottica.
• The approval of financial authorizations necessary for the combined company, Essilor International SAS and Luxottica to operate their respective businesses.
During the first part of 2019, EssilorLuxottica will present its first combined annual results and is expecting to hold a Capital Markets Day for investors and analysts.