Essilor to Acquire 50% of Shamir OpticalBy Essilor, PRNE
Thursday, October 14, 2010
KIBBUTZ SHAMIR, Israel and CHARENTON-LE-PONT, France, October 15, 2010 - Shamir Optical Industry Ltd. (Nasdaq: SHMR) ("Shamir
Optical"), Kibbutz Shamir and Essilor International (NYSE Euronext: EI)
("Essilor") today announced that they have signed an agreement whereby
Essilor will, through a series of transactions, acquire 50% of Shamir
Optical. As a result of these transactions, Kibbutz Shamir and Essilor will
each own 50% of Shamir Optical.
Headquartered in Kibbutz Shamir, Israel, Shamir Optical is a
fast growing provider of innovative products and technology to the ophthalmic
lens industry. Shamir Optical reported 2009 revenues of $142 million,
generated mainly in Europe and the United States, and has approximately 1,400
Amos Netzer, Chief Executive Officer of Shamir Optical
commented "This venture places Shamir Optical in a position to accelerate the
development of new products and to strengthen its presence in the market
place by using Essilor's R&D capabilities, notably in coatings, and its
worldwide distribution network. The transaction will create synergies and
provide Shamir Optical with additional resources to invest in its
Hubert Sagnieres, Essilor's Chief Executive Officer said "This
joint venture represents a strategic addition to Essilor's business and will
strengthen our offer to the mid-tier segment with additional high-quality
products. Shamir Optical's range of products fits closely with Essilor's.
Thanks to our existing network, respective expertise and the potential for
vertical cost synergies, our partnership will allow us to grow the worldwide
optical business with innovative, new value-added products and services and
to expand our offer to eyecare professionals around the world. Shamir Optical
will continue to produce and promote its brands, products and services as a
separate business entity."
Under the planned transaction, Shamir Optical will be delisted
from the Nasdaq Global Market and the Tel Aviv Stock Exchange through a
merger with a wholly owned subsidiary of Essilor by which all shareholders
other than Kibbutz Shamir will receive cash for their shares. Essilor will
simultaneously acquire for cash additional shares directly or indirectly from
Kibbutz Shamir in order to reach 50% of Shamir Optical. The price offered for
each transaction is $14.5 per Shamir Optical share. This price, together with
the dividend of $0.804 payable to Shamir Optical shareholders of record on
8th November 2010, represents a total value of $15.3 per share, corresponding
to a 57% premium over the last 90 day average closing share price on Nasdaq
of $9.75. The transaction will represent a cash investment of $130 million
for Essilor, to be fully financed using Essilor's existing committed credit
Shamir Optical's Board of Directors and its Audit Committee
have unanimously approved the terms of the proposed transaction and Shamir
Optical's Board of Directors has recommended it to Shamir Optical
Shareholders. Certain shareholders representing approximately 69.3% of Shamir
Optical's outstanding capital, including Kibbutz Shamir, have signed support
agreements committing to vote in favour of the transaction at the special
meeting of shareholders that will be called to approve the transaction.
Under the terms of the agreements between Essilor and Kibbutz
Shamir, the existing management team of Shamir Optical will remain in place.
The transaction, which is subject to regulatory approvals,
rulings, the approval of Shamir Optical's shareholders in accordance with
Israeli law and the approval of the district court of Nazareth, Israel, is
expected to close in mid 2011.
The Merger Agreement contains certain termination rights for
both Essilor and Shamir Optical and further provides that, upon termination
of the Merger Agreement under specified circumstances, Shamir Optical may be
required to pay Essilor termination fees of $11 million.
Shamir Optical expects to send its shareholders a shareholder
information statement and proxy materials in connection with the meeting at
which Shamir Optical's shareholders will be asked to approve the proposed
merger. Shamir Optical's shareholders are urged to read the shareholder
information statement and proxy materials, when they become available,
because they will contain important information (see below, "Where You Can
Obtain Further Information").
Essilor will fully consolidate Shamir Optical upon closing.
Based on current estimates, the transaction is expected to be accretive to
Essilor's earnings per share as of 2011 (before impact of the purchase price
This news release is provided for information purposes only
and does not constitute an offer to purchase any security, nor is it a
solicitation of any vote or approval in any jurisdiction.
Shareholders of Shamir Optical should be aware that the
consummation of the merger proposal is subject to various conditions,
including the requisite shareholder vote described above, and therefore the
merger proposal may not be consummated. Persons who are in doubt as to the
action they should take should consult their stockbroker, bank manager,
attorney or other professional advisers.
Where You Can Obtain Further Information
Details of the merger proposal will be contained in a document
(the "Information Statement ") to be mailed to the shareholders of Shamir
Optical in due course. In addition, since the merger proposal constitutes a
"going private transaction" subject to the requirements of Rule 13e-3 under
the U.S. Securities Exchange Act of 1934, a Schedule 13E-3 will be filed as
required with the United States Securities and Exchange Commission (the
"SEC"). All shareholders are urged to read the Schedule 13E-3, the
Information Statement and any other definitive materials accompanying those
documents before casting any vote at (or providing any proxy for) the special
meeting of the shareholders. Shareholders may obtain such documents free of
charge when they are furnished to the SEC and become available at the Web
site maintained by the SEC (www.sec.gov).
About Shamir Optical
Shamir Optical is a leading provider of innovative products and
technology to the spectacle lens market. Shamir Optical's leading lenses are
marketed under a variety of trade names, including Shamir Creation(TM),
Shamir Piccolo(TM), Shamir Office(TM), Shamir Autograph(TM), Shamir
Attitude(TM) and Shamir Smart(TM). Shamir Optical is one of the world's
preeminent research and development teams for progressive lenses, molds, and
complementary technologies and tools. Shamir developed software dedicated to
the design of progressive lenses. This software is based on Shamir Optical's
proprietary mathematical algorithms that optimize designs of progressive
lenses for a variety of activities and environments. Shamir Optical also has
created software tools specifically designed for research and development and
production requirements, including Eye Point Technology software, which
simulates human vision.
The world leader in ophthalmic optical products, Essilor
International researches, develops, manufactures and markets around the world
a wide range of lenses to improve and protect eyesight. Its flagship brands
are Varilux(R), Crizal(R), Essilor(R), Definity(R) and Xperio(TM).
With 34,700 employees and operations in 100 countries, the
company reported consolidated revenue of more than EUR3.2 billion in 2009.
The Essilor share trades on the NYSE Euronext Paris market and
is included in the CAC 40 index. Codes and symbols: (ISIN: FR0000121667;
Reuters: ESSI.PA; Bloomberg: EI:FP).
FORWARD LOOKING STATEMENTS - DISCLAIMER AND SAFE HARBOR
Statements concerning the contemplated merger and related transactions,
Shamir Optical's or Essilor's business outlook, plans and objectives, product
introductions and future economic performance and assumptions made or
expectations as to any future events, conditions, performance or other
matters, are "forward-looking statements" as that term is defined under U.S.
federal securities laws. Forward-looking statements are subject to various
risks, uncertainties and other factors that could cause actual results to
differ materially from the results or expectations expressed in those
statements. These risks, uncertainties and factors include, but are not
limited to: the inability to close the transactions referred to in this news
release, to obtain required Israeli court approval, regulatory and
shareholder approvals of the merger and related transactions, and the
performance of the obligations pursuant to the related agreements; conflicts
in the region, the effects of competition in the industry, and changes in
Shamir Optical's or Essilor's relationships with optical laboratories,
distributors, research and development partners and other third parties; the
effects of the international expansion of operations of Shamir Optical and
Essilor, and their ability to manage their growth, including their ability to
manage potential future acquisitions; the effect of global economic
conditions in general and conditions in the industry and target markets in
particular; shifts in supply and demand; market acceptance of new products
and continuing products' demand; the impact of competitive products and
pricing, including on products and markets; timely product and technology
development/upgrades and the ability to manage changes in market conditions
as needed; interest rate fluctuations, liquidity and currency risks, and
counterparty and investments risks; other operational, market and legal
risks; and other factors detailed in Shamir Optical's filings with the
Securities and Exchange Commission and in Essilor's annual Registration
Document, available on its website (www.Essilor.com) (see, in
particular, "Risk Factors" in each document). Neither Shamir Optical nor
Essilor assume any obligation to update the information in this release.
For more information, please visit www.essilor.com. Shamir Optical investor relations and media contacts Jeffrey Goldberger, KCSA Worldwide Managing Director Phone: +1-212-896-1249 (NY) firstname.lastname@example.org Essilor investor relations and financial communications Veronique Gillet, SVP Investor Relations Sebastien Leroy, Manager Financial Communications Phone: +33(0)1-49-77-42-16 email@example.com
Shamir Optical investor relations and media contacts: Jeffrey Goldberger, KCSA Worldwide, Managing Director, Phone: +1-212-896-1249 (NY), jgoldberger at kcsa.com; Essilor investor relations and financial communications, Veronique Gillet, SVP Investor Relations, Sebastien Leroy, Manager Financial Communications, Phone: +33(0)1-49-77-42-16, invest at essilor.com
Tags: Essilor, France, Israel, Israel And Charenton-le-pont, Kibbutz Shamir, October 15