Essilor Shareholders Approve the Combination Between Essilor and Luxottica

Source: Essilor

Thursday, May 11, 2017 | Acquisitions/Mergers


At a combined general meeting held at the Maison de la Mutualité in Paris, Essilor's shareholders approved all the resolutions proposed, including those concerning the planned combination between Essilor and Luxottica.

They approved:

Leonardo Del Vecchio - Chairman and CEO of EssilorLuxottica;
Three directors representing Delfin - Romolo Bardin, Giovanni Giallombardo and Francesco Milleri;
Four additional directors - Rafaella Mazzoli, Gianni Mion, Lucia Morselli, and Cristina Scocchia.

  • Eight members appointed by Essilor:

Hubert Sagnières, Vice Chairman and Deputy CEO of EssilorLuxottica;
Juliette Favre, representing the employee shareholders of the Valoptec Association;
Four directors of the current Essilor Board of Directors: Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pécoux;
Two employee representative directors, to be appointed by the Central Works Council by the end of 2017.

  • The contribution by Delfin (holding company owning approximately 62% of Luxottica shares) of all its Luxottica shares to Essilor;
  • The contribution of almost all Essilor's activities and equity interests into a wholly-owned subsidiary ;
  • The issue of new shares in the context of the mandatory public exchange offer, to be launched by EssilorLuxottica* for the remaining Luxottica shares;
  • The cancellation of double voting rights;
  • The modified bylaws of Essilor and the future bylaws of EssilorLuxottica*, including, in particular, the new corporate name "EssilorLuxottica", the update of the corporate purpose, the cancellation of double voting rights and a new voting cap provision.

"I am delighted with the outstanding support of Essilor shareholders for the planned combination between Essilor and Luxottica, which has just taken a decisive step forward," Hubert Sagnières, Chairman and CEO of Essilor, said in a company news release. "With a presence across all segments of the optics industry, the new group will provide concrete and innovative solutions to the challenge of improving the world's eyesight."

The passing of these resolutions marks a new and important step forward in the planned combination between Essilor and Luxottica, to create a leading global player in the optics sector, combining the two groups' recognised and complementary skills.

The Essilor shareholders' vote in favour of the combination follows unanimous favorable opinions of Essilor's Central Works Council and European Works Council and clear support for the project from the employee shareholders in the Valoptec Association.

The combination is therefore proceeding according to the planned timetable. Final completion of the contribution by Delfin of its Luxottica shares to Essilor is expected to occur by the end of 2017.

Resolutions regarding the governance of Essilor International were also approved by a very strong majority: Laurent Vacherot becomes a director; the appointment of Jeanette Wong has been ratified; and the mandates of Juliette Favre, Philippe Alfroid, Yi He, and Hubert Sagnières have been renewed.

The Board of Directors together around Hubert Sagnières, all of whose members attended this general meeting, will continue to manage the activities of Essilor International and to support its development during the preparation for the combination with Luxottica and after the new combined group has been created.

The proportion of women within the board has now reached 42.9%; its independence rate is 63.6%; and it includes six nationalities (German, US, Canadian, Chinese, French and Singaporean).

 


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