In accordance with Article 122 of Decree Law No. 58 of 24 February 1998 (“Italian Consolidated Finance Act”) and Article 130 of Regulation Consob No. 11971 of 14 May 1999, this document contains information on certain provisions of the agreement (the “agreement”) between Essilor International S.A. (General Optical Company) (“Essilor”) and Delfin S. (“delfin”) – by the combination of essilor and Luxottica Group S.p.A. (or “transaction” and “Luxottica”) – which fall within the scope of the definition of the shareholders` pact under Article 122 of the Italian Consolidated Finance Act (or may fall under the “transaction” and “Luxottica”). , the holding company of Luxottica founder Leonardo Del Vecchio, said in a statement, the arbitration application was filed with the International Chamber of Commerce. It said it is seeking an injunction to ensure that the power-sharing agreement in the merger treaty is respected until its 2021 leave. This press release does not constitute an offer to sell or exchange or an invitation to purchase or exchange securities or is part of that offer. This communication should not be considered a recommendation that a person should or should not purchase securities or not. As part of the proposed transaction, (A) Essilor intends to: (i) submit to the AMF a prospectus and other relevant documents relating to the listing of its shares to be issued in return for Delfin`s contribution to its Luxottica shares – (ii) with the Italian CONSOB, an exchange document and other relevant documents relating to the public offering of exchange for Luxottica`s shares and (iii) important documents relating to the proposed transaction, including a registration statement on Form F4, a prospectus relating to the proposed transaction, a submission statement regarding Schedule TO and other relevant documents, and (B) Luxottica intends to submit to the SEC an invitation/recommendation statement regarding schedule 14D-9. INVESTORS AND SECURITY GUARDS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED WITH THE AMF, THE CONSOB AND THE SEC, INCLUDING THE PROSPECTUS AND THE EXCHANGE OFFER DOCUMENT WHEN IT BECOMES AVAILABLE, BECAUSE THEY WILL CONTAIN INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and securityholders may receive a free copy of the prospectus, offer document and other documents that www.sec.gov with the relevant authorities (if available) on the AMF website, www.amf-france.org, the CONSOB website, www.consob.it and the SEC website. These documents may also be available free of charge, if submitted, on Essilor`s website, under www.essilor.com or from the investor relations team at (0) 1 49 77 42 16. A copy of the invitation/recommendation statement can also be obtained free of charge on Luxottica`s website at www.luxottica.com or from Luxottica`s investor relations team at (02) 8633 4870/InvestorRelations@luxottica.com. Essilor, Luxottica to enter into 48B merger to create eyewear giant MILAN/PARIS (Reuters) – EssilorLuxottica`s top shareholder and chairman has filed an arbitration request to examine allegations of violations of a merger agreement between the Italian and French groups, a further escalation of a power-sharing dispute.