Essilor and Luxottica are to become one after a merger was approved by shareholders in Paris on May 11, 2017.
Essilor International’s Special Meeting and Combined General Meeting at the Maison de la Mutualité in Paris, led by chair and CEO Hubert Sagnières and alongside Luxottica executive chair Leonardo Del Vecchio, saw the transaction finalized with widespread approval.
Essilor’s shareholders approved all the resolutions proposed to the two meetings, including those concerning the planned combination of Essilor and Luxottica.
“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,” said Hubert Sagnières, chair and CEO of Essilor. “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.
This saw the appointment of members of the future EssilorLuxottica Board of Directors, with eight members appointed by Delfin including: 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, and 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 will also be appointed, including Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pécoux.
Two employee representative directors will be appointed by the Central Works Council by the end of 2017.
The transaction will see 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,and the issue of new shares in the context of the mandatory public exchange offer to be launched by EssilorLuxottica* for the remaining Luxottica shares.
It will also see the cancellation of double voting rights, with modified bylaws of Essilor and the future bylaws of EssilorLuxottica* including the new corporate name “EssilorLuxottica”, the update of the corporate purpose, the cancellation of double voting rights and a new voting cap provision.
Essilor shareholders’ voting in favour of the merger followed unanimous “favourable 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 transaction is therefore proceeding according to the planned timetable, with final completion of the deal by Delfin of its Luxottica shares to Essilor expected to occur by the end of 2017.
The new Board of Directors 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).
• All resolutions widely approved
• Another important step taken towards the combination between Essilor and Luxottica
• Essilor’s dividend set at €1.50 per share, up 35%