Charenton-le-Pont, France (October 12, 2017 – 8:30 a.m.) – On October 3, 2017, the Board of Directors of Essilor International (Compagnie Générale d’Optique) («Essilor») confirmed that the hive-down of Essilor’s activities is expected to be completed by the end of 2017. The hive-down was previously approved by Essilor’s shareholders during the general shareholders’ meeting held on May 11, 2017.
Pursuant to this hive-down, Essilor will contribute its activities and equity holdings to one of its subsidiaries (formerly named Delamare Sovra) which has been renamed “Essilor International” and which will carry on the operational activities currently performed by Essilor.
The hive-down of Essilor’s activities is a condition precedent to the contribution by Delfin of its Luxottica shares to Essilor.
Once the other conditions precedent to complete the contribution of the Luxottica shares to Essilor are satisfied, Essilor will be renamed «EssilorLuxottica» and will become a holding company at the top of the combined group, holding Essilor International and Luxottica.
The governance of Essilor International will be similar to the current governance of Essilor. Mr. Hubert Sagnières will be Chief Executive Officer (Président) of the company, and Mr. Laurent Vacherot will be Deputy Chief Executive Officer (Directeur Général Délégué).
The hive-down constitutes another significant step towards the completion of the combination of Essilor and Luxottica.
Since October 3, 2017, the beneficiary company Essilor International (which is the new corporate name of “Delamare Sovra”) is a French simplified joint-stock company (société par actions simplifiée), whose registered office is located at 147, rue de Paris, 94227 Charenton-le-Pont Cedex, France. It is registered with the Trade and Companies Registry (Registre du Commerce et des Sociétés) of Créteil under number 439 769 654.
For further information on the hive-down, please refer to the hive-down agreement (projet de traité d’apport partiel d’actif), dated March 27, 2017, by and between Essilor and Delamare Sovra (which has been renamed “Essilor International”), which was filed with the Trade and Companies Registries (Registres du Commerce et des Sociétés) of Créteil and Versailles and published on Essilor’s website (https://www.essilor.com/en/investors/annual-shareholders-meeting/combined-general-shareholders-meeting-may-11-2017/).
For further information on the contribution by Delfin of its Luxottica shares to Essilor, please refer to the contribution agreement (projet de traité d’apport partiel d’actif), dated March 22, 2017, by and between Essilor and Delfin S.à r.l., which was filed with the Trade and Companies Registry (Registre du Commerce et des Sociétés) of Créteil and published on Essilor’s website (https://www.essilor.com/en/investors/annual-shareholders-meeting/combined-general-shareholders-meeting-may-11-2017/) , as well as the “Document E”, filed on April 7, 2017 with the French Autorité des marchés financiers under number E. 17-014 and published on Essilor’s website (https://www.essilor.com/en/investors/annual-shareholders-meeting/combined-general-shareholders-meeting-may-11-2017/).
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This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or are exempt from registration. The securities that may be offered in any transaction have not been and will not be registered under the U.S. Securities Act and Essilor does not intend to make a public offering of any such securities in the United States.
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