Results of EssilorLuxottica’s mandatory public offer for GrandVision shares
• Acceptance Period ended 3 December 2021 (at 17:40 hours CET)
• 13.06% of the Shares have been tendered under the Offer during the Acceptance Period
• Including the 86.67% of the Shares already held by the Offeror, the Offeror will hold a total interest of 99.73%
• Settlement of the Offer will take place on 8 December 2021, at which date the Offer Price of Euro 28.42 per Share will be paid
• Remaining Shares can be tendered during the Post-Acceptance Period, commencing on 7 December 2021 at 09:00 hours CET and ending on 20 December 2021 at 17:40 hours CET
Charenton-le-Pont, France and Schiphol, the Netherlands (6 December, 2021 – 7:00am CET) – With reference to the press release of 7 October 2021 by EssilorLuxottica S.A. (the “Offeror“) and GrandVision N.V. (“GrandVision”) regarding the publication of the offer memorandum of the same date (the “Offer Memorandum”) for the recommended mandatory public offer (the “Offer”) by the Offeror to all holders of shares in GrandVision, the Offeror and GrandVision hereby announce the results of the Offer.
Terms not defined in this press release will have the meaning as set out in the Offer Memorandum.
During the Acceptance Period, which expired at 17:40 hours CET on 3 December 2021, 33,225,412 Shares have been tendered under the Offer, representing an interest of approximately 13.07% and an aggregate value of approximately Euro 944,266,209. Including the 220,537,421 Shares already held by the Offeror on the date hereof, the Offeror will hold a total of 253,762,833 Shares, representing approximately 99.73% of the issued share capital of GrandVision.
In accordance with Article 24 of the Decree, the closing (gestanddoening) of the Offer is not subject to conditions.
With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive the Offer Price for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and restrictions of the Offer.
Settlement of the Offer shall occur and payment of the Offer Price per Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) shall take place on 8 December 2021.
The Offeror hereby announces that Shareholders who have not tendered their Shares during the Acceptance Period will have the opportunity to tender their Shares under the same terms applicable to the Offer, during the Post-Acceptance Period (na-aanmeldingstermijn) which will start on 7 December 2021, at 09:00 hours CET and end on 20 December 2021 at 17:40 hours CET.
The Offeror will publicly announce the results of the Post-Acceptance Period and the total amount and total percentage of Shares held by it in accordance with Section 17 paragraph 4 of the Decree no later than on the third Business Day following the last day of the Post-Acceptance Period.
The Offeror will continue to accept the transfer (levering) of all Tendered Shares during the Post-Acceptance Period and will pay the Offer Price for each Tendered Share that has been transferred (geleverd) to the Offeror promptly, but in any event within five Business Days following the date on which the relevant Shareholder transferred (geleverd) its Shares to the Offeror.
During the Post-Acceptance Period, Shareholders have no right to withdraw Tendered Shares from the Offer, regardless of whether the Shares have been tendered either during the Acceptance Period or the Post-Acceptance Period.
As a result of the Offeror holding more than 95% of the Shares, the Offeror and GrandVision intend to procure delisting of the Shares on Euronext Amsterdam as soon as possible under the applicable rules. Further details on the delisting will be announced when available. These steps are likely to have significant consequences for Shareholders who do not tender their Shares under the Offer. Reference is made to Section 5.11.2 (Liquidity, delisting of the Shares and post-closing steps) of the Offer Memorandum.
As the Offeror has acquired more than 95% of the Shares, the Offeror intends to initiate, as soon as possible, the Buy-Out. Reference is made to Section 5.11.4 (Buy-out proceedings) of the Offer Memorandum.
Further implications for non-tendering Shareholders
Remaining Shareholders who do not wish to tender their Shares in the Post-Acceptance Period should carefully review the sections of the Offer Memorandum that further explain the intentions of the Offeror, such as (but not limited to) Section 5.11 (Consequences of the Offer for non-tendering Shareholders), which describes certain implications to which such Shareholders may become subject with their continued shareholding in GrandVision.
Any announcement contemplated by the Offer Memorandum will be issued by press release.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum and/or Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and Position Statement.
Digital copies of the Offer Memorandum are available on the website of the Offeror (www.essilorluxottica.com) and digital copies of the Offer Memorandum and Position Statement are available on the website of GrandVision (www.grandvision.com). Such websites do not constitute part of, and are not incorporated by reference into, the Offer Memorandum.
Copies of the Offer Memorandum and the Position Statement are also available free of charge from GrandVision and the Exchange Agent.
Evert van de Beekstraat 1-80
Tower C, 6th floor
ABN AMRO Bank N.V.
Corporate Broking and Issuer Services HQ7212
Gustav Mahlerlaan 10
1082 PP Amsterdam
Citigroup Global Markets Europe AG is acting as the Offeror’s financial adviser. Stibbe N.V. is acting as legal adviser to the Offeror as to Dutch law. Sullivan & Cromwell LLP is acting as the Offeror’s legal adviser for matters of U.S. and French law.
ING Bank N.V. is acting as GrandVision’s financial adviser. De Brauw Blackstone Westbroek N.V. is acting as GrandVision’s legal adviser.