(Boursier.com) — Luxottica Group SpA (Luxottica), a company managed by EssilorLuxottica SA, has entered into a preliminary sale and purchase agreement for the acquisition of a total of 1,727,141 shares of the company Giorgio Fedon & Figli SpA corresponding to 90.9% of the share capital of the company fedonlisted on Euronext Growth Milan.
The agreement was reached with the main shareholders of the company (CL & GP Srl, Piergiorgio Fedon, Sylt Srl, Italo Fedon, Laura Corte Metto, Francesca Fedon, Roberto Fedon, Flora Fedon and Rossella Fedon), as well as with d other shareholders (collectively the “Sellers”).
The transaction represents a step forward in EssilorLuxottica’s vertical integration strategy, which aims to achieve the highest quality standards across the entire value chain and to optimize the service provided, for the benefit of all industry players. ‘industry. Thanks to advanced technologies and dedicated innovations, this acquisition will make it possible to better adapt the cases and packaging to the glasses, in order to ensure the best possible protection of the products, for the benefit of the consumer. In addition, EssilorLuxottica will also be able to take advantage of the company’s activity to pursue its strategy in terms of sustainable development, by investing in the recycling and circularity of the materials used for the packaging of the company’s products.
The finalization of the sale and the purchase is subject to certain preconditions customary in this type of transaction, such as obtaining the approval of the relevant competition authorities, the renewal of the Issuer’s Board of Directors as well as management structures of the company’s entities, and the insertion of a voluntary reference in the company’s articles of association, for the purpose of authorizing a squeeze-out procedure in the event of holding a shareholding equivalent to at least 90 % of share capital.
The agreed purchase price, which must be paid on the closing date to the sellers, in proportion to their respective shareholdings, is equal to 17.03 euros for each share and corresponds to a total of 29.4 million euros. The agreed purchase price includes a premium of 135% over the official listing price of the company’s shares recorded on April 8, 2022 (last trading day preceding the effective date of the agreement), as well as a premium of 114% compared to the weighted average of the official price of the shares of the Issuer in the 12 months preceding the date of April 8, 2022.
If the transaction is finalized, Luxottica will hold a shareholding equivalent to 90% of the seller’s share capital and will have to launch a mandatory takeover bid on all the shares issued by the company (OPA), at the same price of 17.03 euros per share.
The takeover would aim to withdraw the company from listing.