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- After the post-acceptance period which ended December 20, the Offeror will have a total of approximately 99.84% of the issued share Capital city of GrandVision
- Rules Actions taken during the Post-Acceptance Period will be held on 23 december 2021
- The last date for trading the Shares on Euronext Amsterdam will be January 7, 2022 and listing and trading of the Shares will end on January 10, 2022.
- The Offeror will initiate a statutory repurchase procedure in order to get 100% of the Shares
Charenton-le-Pont, France and Schiphol, the Netherlands (21 December 2021 – 7h00am HEC) – EssilorLuxottica SA (the “Offering“) and GrandVision NV (“GrandVision“) are pleased to announce the outcome of the post-acceptance period which ended on December 20, 2021 at 5:40 p.m. CET (the”To post-Acceptance period“).
Terms not defined in this press release will have the meaning as defined in the Offeror’s prospectus dated October 7, 2021 (the “Offer memorandum“).
During the Post-Acceptance Period, which expired at 5.40 p.m. CET on December 20, 2021, 268,744 Shares were tendered under the Offer, representing a participation of approximately 0.11% of the issued share capital of GrandVision. .
Including the 99.73% stake already held by the Offeror, the Offeror will hold a total of 254,031,577 Shares, representing approximately 99.84% of the issued share capital of GrandVision. This represents approximately 99.89% of the issued and outstanding shares of GrandVision.
With reference to the Offer Memorandum, Shareholders who have accepted the Offer will receive the Offer Price for each Share validly tendered (or defective tendered provided the Offeror has waived this default) and delivered (geleverd) under the terms and restrictions of the Offer.
Settlement of the Offer will take place and payment of the Offer Price per Share validly tendered (or presented in a defective manner provided that the Offeror has waived this default) will take place on 23 December 2021.
As announced on December 13, 2021, the listing and trading of the Shares on Euronext Amsterdam will be terminated, with the Bidder holding more than 95% of the Shares.
In consultation with Euronext, it has been decided that the delisting will take place on January 10, 2022 and the last day of listing of the Shares will therefore be January 7, 2022. Reference is made to Section 5.11.2 (Liquidity, delisting of Shares and post-closing stages) of the Offer Memorandum.
As the Offeror has acquired more than 95% of the Shares, the Offeror intends to initiate the Redemption as soon as possible. Reference is made to section 5.11.4 (Redemption procedure) of the Offer Memorandum.
Offer memorandum, position Declaration and other information
This announcement contains selected and condensed information concerning the Offer and does not replace the Offer Memorandum and / or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and Position Statement.
Digital copies of the Offer Memorandum are available on the Offeror’s website (www.essilorluxottica.com) and digital copies of the Offer Memorandum and Position Statement are available on the GrandVision website (www. grandvision.com). These websites are not part of, and are not incorporated by reference into, the Memorandum of Offer.
Copies of the Offer Memorandum and the Position Statement are also available free of charge from GrandVision and the Exchange Agent.
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EssilorLuxottica is a world leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. Formed in 2018, its mission is to help people around the world see more, be more, and live life to the fullest by meeting their evolving vision needs and personal style aspirations. The company brings together the complementary expertise of two industry pioneers, one in advanced lens technology and the other in the craft of iconic eyewear, to set new industry standards for skin care. the sight and experience of the consumer around them. Influential eyewear brands such as Ray-Ban and Oakley, lens technology brands such as Varilux and Transitions, and world-class distribution brands such as Sunglass Hut, LensCrafters and since July 1 (via majority stake) – GrandVision are part of the EssilorLuxottica family. In 2020, EssilorLuxottica had more than 140,000 employees and a consolidated turnover of 14.4 billion euros. EssilorLuxottica shares are listed on the Euronext Paris market and are part of the Euro Stoxx 50 and CAC 40 indices. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL: FP. For more information, please visit www.essilorluxottica.com.
GrandVision, part of the EssilorLuxottica Group, is a global leader in optical retail, providing high quality and affordable eye care to a growing number of customers around the world. The high quality eye care offered by GrandVision includes a wide range of services provided by its vision experts. Our products include prescription glasses including frames and lenses, contact lenses and contact lens care products, as well as plain and prescription sunglasses. These products are offered through leading optical retail chains that operate in more than 40 countries across Europe, the Americas, the Middle East and Asia. GrandVision serves customers in over 7,200 stores and with over 39,000 employees, proving every day that in EYE CARE, WE CARE MORE. As of March 2021, GrandVision has been a member of the United Nations Global Compact and we adhere to our principled approach to responsible business. For more information, please visit www.grandvision.com
It’s a cut press release by EssilorLuxottica and GrandVision in accordance Article 17, paragraph 4 of the Dutch decree on public takeover bids (Besluit bare biedingen Wft) as part of the mandatory public offer announced by EssilorLuxottica for all of the issued and outstanding shares of the share capital of GrandVision.
The Offer was made for the ordinary shares of GrandVision, a Dutch company whose shares are listed on Euronext Amsterdam, and is subject to Dutch disclosure and procedural requirements, which may differ from those of the United States of America.
To the extent applicable, the Offer will also be conducted in the United States of America in accordance with the applicable provisions of Section 14 (e) of the US Securities Exchange Act of 1934 (the âTrade Law“) and Regulation 14E made under the Exchange Act, and subject to the available exemptions under Rule 14d-1.
Neither the United States Securities and Exchange Commission nor any state securities commission of the United States of America has (a) approved or disapproved of the Offer; (b) rule on the merits or fairness of the Offer; or (c) transmitted on the adequacy or accuracy of the information contained in the offering document. Any statement to the contrary is a criminal offense in the United States of America.
The information contained in the press release does not claim to be complete. This announcement is for informational purposes only and does not constitute an offer, or a solicitation of any offer, to buy or subscribe to any securities. Any offer is made only by means of the Offer Memorandum of 7 October 2021 approved by the Dutch Securities and Markets Authority (sewing Authority Financial Markten).
Distribution of this press release may, in certain countries, be restricted by law or regulation. Consequently, persons who come into possession of this document must inform themselves and respect these restrictions. To the fullest extent permitted by applicable law, EssilorLuxottica and GrandVision assumes no responsibility for the violation of such restrictions by any person. Any breach of these restrictions may constitute a violation of the securities laws of that jurisdiction. Neither EssilorLuxottica, nor GrandVision, nor any of their advisers assumes any responsibility for any violation of any of these restrictions. Any GrandVision shareholders who have the slightest doubt as to their situation should consult an appropriate professional adviser without delay.
This press release may contain forward-looking statements that reflect EssilorLuxottica‘s and or by GrandVision current opinions regarding future events and financial and operational performance. These forward-looking statements are based on EssilorLuxottica‘s and or by GrandVision beliefs, assumptions and expectations about future events and trends that affect EssilorLuxottica‘s and or by GrandVision future performance, take into account all information currently available for EssilorLuxottica and / or GrandVision, and are not guarantees of future performance. By their nature, forward-looking statements involve risks and uncertainties as they relate to events and depend on circumstances which may or may not occur in the future, and EssilorLuxottica and GrandVision cannot guarantee the accuracy and completeness of forward-looking statements. A number of important factors, not all of which are known EssilorLuxottica and / or GrandVision where are inside EssilorLuxottica‘s and or by GrandVision control, could cause actual results to differ materially from those expressed in any forward-looking statement because of the risks and uncertainties to which EssilorLuxottica and / or GrandVision. Any forward-looking statement is made only as of the date of this press release, and EssilorLuxottica and GrandVision assumes no obligation to publicly update or revise any forward-looking statements, whether Consequently new information or for any other reason.
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