Luxottica Group acquires the absolute majority of Fedon. The eyewear group, founded by Leonardo Del Vecchiuo, announced that it has signed a preliminary sales contract for the purchase of a total of 1,727,141 shares in the company Giorgio Fedon & Figli, listed on Euronext Growth Milan, equal to 90.9% of the share capital. The counterparty are the significant shareholders of the company: CL & GP, Piergiorgio Fedon, Sylt, Italo Fedon, Laura Corte Metto, Francesca Fedon, Roberto Fedon, Flora Fedon and Rossella Fedon, as well as other non-significant shareholders.
The agreed price for the sale is equal to € 17.03 for each share for a total 29.4 million euro. The agreed price acknowledges a premium of 135% over the last price of the company’s shares registered on April 8, 2022 and a premium of 114% over the weighted average official price of Fedon shares in the last twelve months prior to April 8, 2022.
«The operation represents a new step in EssilorLuxottica’s consolidated vertical integration strategy, aimed at ensuring the highest quality standards along the entire value chain and optimizing the service for the benefit of all operators in the sector. Thanks to the use of cutting-edge technologies and dedicated innovations, the acquisition will make it possible to offer cases and packaging that adapt perfectly to the shape of the frames and the characteristics of the lenses to ensure maximum protection and integrity of the product, to the benefit of the final consumer ” we read in the note from the Agordo group. Furthermore, EssilorLuxottica as a whole intends to continue its sustainability-oriented strategy through the company, investing in the recyclability and circularity of the protective materials produced.
The closing of the transaction is subject to the occurrence of certain conditions precedent, including obtaining the authorizations required by the competent antitrust authorities, the renewal of the board of directors as well as the administrative bodies of the group companies and the inclusion of the voluntary reference to the article 111 of Legislative Decree no. 58/1998 (“TUF”) within the company’s bylaws, aimed at making the right to purchase applicable in the event of holding an equity investment equal to at least 90% of the share capital.
In the event of completion of the transaction, Luxottica will hold an overall stake of 90.9% of Fedon’s share capital and will be required to promote a total takeover bid on the remaining outstanding shares of the company, at the same price of Euro 17, 03 per share. The takeover bid will be aimed at delisting Fedon