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EssilorLuxottica: Luxottica acquires 90.9% of Giorgio Fedon & Figli S.p.A.

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EssilorLuxottica
EssilorLuxottica

Luxottica acquires 90.9% of Giorgio Fedon & Figli S.p.A.

Pursuant to article 17 of Regulation (EU) 596/2014 by Giorgio Fedon & Figli S.p.A. on behalf of Luxottica Group S.p.A. and of the Sellers (as defined hereinafter)

Milan, Italy (May 31, 2022 - 4:10 pm) – Following the press release issued on April 11, 2022, in execution of the preliminary sale and purchase agreement entered into on the same date between Luxottica Group S.p.A. ("Luxottica"), a company subject to the management and coordination of Essilorluxottica S.A., and the significant 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-significant shareholders (collectively the "Sellers"), Luxottica and the Sellers today announce the completion of the purchase by Luxottica of the 90.9% shareholding ("Stake") in the share capital of Giorgio Fedon & Figli S.p.A. ("Issuer" or "Company"), listed on Euronext Growth Milan, organized and managed by Borsa Italiana S.p.A., represented by no. 1,727,141 ordinary shares of the Company, at a price equal to Euro 17.03 for each share and therefore to an aggregate of approximately Euro 29.4 million.

It should be noted that as of today - as a result of the purchase by Luxottica of the Stake - the legal conditions have arisen for Luxottica to have the obligation to launch a mandatory tender offer on the outstanding Company's ordinary shares pursuant to and for the purposes of Article 106 of the Legislative Decree no. 58/1998 (“TUF”), as referred to in Article 9 (Disposizioni in materia di offerta pubblica di acquisto) of the bylaws of the Issuer, as well as the applicable implementing provisions contained in Consob Regulation no. 11971/99 as subsequently amended (“Offer”). With reference to the Offer, Article 111 of the TUF shall be applied by virtue of Article 9-bis (Diritto di Acquisto) of the Company’s bylaws.

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The mandatory public tender offer referred to in this communication will be promoted by Luxottica Group S.p.A. on no. 151,721 ordinary shares of Giorgio Fedon & Figli S.p.A. namely on all the outstanding ordinary shares as of today of the Issuer, deducted no. 1,727,141 ordinary shares owned by Luxottica (representing 90.9% of the Issuer’s share capital as of today) and the Company’s no. 21,138 treasury shares (representing approximately 1.11% of the Issuer’s share capital).

Prior to the commencement of Offer Period, in accordance with applicable law, the Offeror will publish an Offer Document that the shareholders of Giorgio Fedon & Figli S.p.A are required to carefully examine.

The Offer will be promoted exclusively in Italy, will be subject to the disclosure obligations and procedural requirements provided for by Italian law and will be addressed, on equal terms, to all holders of shares in Giorgio Fedon & Figli S.p.A.

The Offer is not and will not be promoted or distributed in the United States of America (or addressed to U.S. Persons, as defined under the U.S. Securities Act of 1933, as amended), Canada, Japan and Australia, and any other country in which this Offer is not allowed without specific authorization by the competent authorities or other fulfilment by the Offeror ("Other Countries"), neither by using communication means or national or international commerce means (including, for example, the postal network, the fax, the telefax, the e-mail, the telephone and the internet) of the Other Countries, nor through any structure of any financial intermediaries of the Other Countries, nor in any other means.

Copy of any document that the Offeror may issue in relation to the Offer, or part of it, is not and shall not be sent, or in any way transmitted, or otherwise distributed, directly or indirectly, in the Other Countries or to a U.S. Person, as defined by the U.S. Securities Act of 1933, as subsequently amended. Anyone who receives the abovementioned documents shall abstain from distributing, sending or forwarding them, by any means, to the Other Countries or to any U.S. Person, as defined by the U.S. Securities Act of 1933, as subsequently amended.

Any acceptance of the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.

Any document that the Offeror may issue in relation to the Offer does not constitute and shall not be deemed to constitute an offer of financial instruments addressed to persons residing in the Other Countries or to a U.S. Person as defined by the U.S. Securities Act dated 1933, as subsequently amended. No financial instrument shall be offered or purchased in the Other Countries without a specific authorisation pursuant to the applicable laws of such countries or a derogation from such laws.

The acceptance of the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions as provided for by the applicable laws and regulations. It is the sole responsibility of the recipients of this Offer to comply with such laws and regulations and, therefore, to verify the existence and applicability of any such provisions prior to accepting the Offer, by consulting on their own advisors. The Offeror shall not be liable for any breach by any person of any of the aforesaid restrictions.

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The press release is available on the respective websites of EssilorLuxottica and the Company and on www.1info.it.

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