Essilor Signs Agreement to Acquire FGX International Holdings Limited, the US Leader in Non-Prescription Reading GlassesBy Essilor, PRNE
Tuesday, December 15, 2009
CHARENTON-LE-PONT, France, December 16 - Essilor International and FGX International Holdings Limited today
announced that they have signed an agreement whereby Essilor will acquire FGX
International, the leading designer and marketer of non-prescription reading
glasses in the United States.
Headquartered in Smithfield, Rhode Island, FGX International reported
2008 revenue of $256 million, generated mainly in the US and Canada, and has
approximately 375 full-time employees. Its products, which also include
sunglasses, are sold in over 68,000 retail locations, including mass
merchandisers, drugstores, ophthalmic retailers and department stores. FGX
International has a portfolio of highly recognized eyewear brands, including
Foster Grant(R), Magnivision(R), Angel(TM), Gargoyles(R), Anarchy(R),
SolarShield(R), PolarEyes(R) and Corinne McCormack(R), and also holds
licenses for brands such as Ironman(R), Levi Strauss Signature(R), Body
Glove(R) and C9 by Champion(R).
"This acquisition is in line with Essilor's strategy of procuring the
resources needed to provide a quality offering that covers different eyewear
market segments around the world in order to meet a wide range of needs. It
also strengthens the company's business base and enhances its growth
prospects," said Hubert Sagnieres, Essilor's COO and CEO designate. "Demand
for non-prescription reading glasses is growing. In addition, the market fits
well with our prescription lens business and is supported by favorable
demographic trends. FGX will benefit from our international distribution
network while we will leverage FGX's brands and expertise to deploy this new
offering around the world."
Alec Taylor, CEO of FGX International commented "This proposed merger is
of major significance to FGX International. Essilor's global reach will be of
considerable strategic value to market our products on a worldwide basis and
will greatly enhance our competitive position. Essilor's global footprint
will allow us to expand our presence in Europe, Asia and other parts of the
world, while continuing to focus on growing our North American sales in
over-the-counter reading glasses and popular-priced sunglasses. We also find
the Essilor culture compelling and a good fit with ours. We believe this
transaction represents a significant value for our shareholders."
The all-cash transaction is valued at approximately $565 million,
including the repayment of FGX's net debt of approximately $100 million. This
transaction price represents $19.75 per FGX International share.
Under the terms of the agreement, which has been approved by both
companies' Boards of Directors, FGX International will be merged with a
wholly owned subsidiary of Essilor. In addition to the merger agreement,
certain shareholders representing approximately 33% of FGX's outstanding
stock, including Berggruen Holdings North America Ltd and the company's
senior management, have signed support agreements committing to vote in favor
of the transaction at the special meeting of shareholders that will be called
to approve the transaction.
The transaction, which is subject to regulatory approvals and the
affirmative vote of a majority of FGX's shareholders, is expected to close in
The transaction will be financed using Essilor's cash reserves and
existing committed credit facilities.
Based on current estimates, the transaction is expected to be accretive
to Essilor's earnings per share in 2010 (before impact of the purchase price
allocation) and accretive in 2011.
A conference call in English will be held today at 11:00 A.M. CET. The number to dial is: +33(0)1-70-99-42-97 The conference will be available for later listening at: hosting.3sens.com/Essilor/20091216-1F36204B/en/ Slides are available on our website www.essilor.com.
Essilor International is the world leader in ophthalmic
optical products, with 2008 revenue of EUR3,074 million. It markets a wide
range of lenses under the flagship Varilux(r), Crizal(r), Essilor(r) and
Definity(r) brands to correct myopia, hyperopia, astigmatism and presbyopia.
With around 35,000 employees, Essilor operates worldwide through 15
production sites, 293 lens finishing laboratories and local distribution
The Essilor share trades on the NYSE Euronext Paris market and
is included in the CAC 40 index.
Codes and symbols: ISIN: FR 0000121667; Reuters: ESSI.PA;
Additional Information and Where to Find It
FGX International Holdings Limited ("FGX") will file with the Securities
and Exchange Commission (the "SEC") a current report on Form 8-K, which will
include the merger agreement related to the proposed merger. The proxy
statement that FGX plans to file with the SEC and mail to shareholders will
contain information about FGX, the proposed merger and related matters.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE, AS IT WILL CONTAIN IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING A DECISION ABOUT THE PROPOSED MERGER. In addition to
receiving the proxy statement from FGX by mail, shareholders will be able to
obtain the proxy statement, as well as other filings containing information
about FGX, without charge, from the SEC's website at www.sec.gov or,
without charge, from FGX at www.fgxi.com. This announcement is not
a solicitation of a proxy.
FGX and its directors and executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies in
connection with the proposed merger. Information concerning such participants
is set forth in the proxy statement for FGX's 2009 annual meeting of
shareholders, which was filed with the SEC on Schedule 14A on April 4, 2009.
Additional information regarding the interests of such participants in the
solicitation of proxies in connection with the proposed merger will be
included in the proxy statement to be filed by FGX with the SEC. FGX's press
releases and other information about FGX are available at FGX's website at
Statements in this press release that are not statements of historical
fact or that express our confidence, expectations, objectives, intentions,
plans, or strategies or that are about the merger, or otherwise anticipate
the future, are forward-looking statements. These forward-looking statements
are not guarantees of future performance, and they are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated by the forward-looking statements. Forward-looking statements
contained in this press release speak only as of the date hereof. We
undertake no obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
Investor Relations and Financial Communications Veronique Gillet - Sebastien Leroy Phone:+33(0)1-49-77-42-16 www.essilor.com
Investor Relations and Financial Communications: Veronique Gillet - Sebastien Leroy, Phone:+33(0)1-49-77-42-16
Tags: Charenton-le-pont, Essilor, France