EssilorLuxottica — M&A Activity 2022

Apr 11, 2022

Luxottica undertakes to acquire 90.9% of Fedon to enter the packaging and eyeglass cases industry

Pursuant to article 17 of Regulation (EU) 596/2014 by Giorgio Fedon & Figli S.p.A. on behalf of Luxottica Group S.p.A. and of the Sellers (as defined hereinafter)

Milan, Italy (April 11, 2022 - 8:30 pm) - Luxottica Group S.p.A. ("Luxottica"), a company subject to the management and coordination of EssilorLuxottica S.A., announced today that it has entered into a preliminary sale and purchase agreement for the acquisition of a total of no. 1,727,141 shares of the company Giorgio Fedon & Figli S.p.A. ("Issuer" or "Company"), listed on Euronext Growth Milan, the market organized and managed by Borsa Italiana S.p.A., representing 90.9% of the share capital of the Company ("Agreement").

The Agreement was entered into with the relevant shareholders of the Company (i.e. CL & GP S.r.l., Piergiorgio Fedon, Sylt S.r.l., Italo Fedon, Laura Corte Metto, Francesca Fedon, Roberto Fedon, Flora Fedon and Rossella Fedon), as well as other non-relevant shareholders (hereinafter collectively the "Sellers").

The transaction represents a step forward in EssilorLuxottica's vertical integration strategy, aimed at achieving the highest quality standards along the entire value chain and optimizing the service for the benefit of all industry players.

Thanks to cutting-edge technologies and dedicated innovations, the acquisition will allow to better fit the eyewear and spectacles with the cases and packaging to ensure maximum protection and integrity of the product, for the benefit of the final consumer.

Furthermore, EssilorLuxottica will also leverage on the Company to pursue its sustainability strategy, investing in the recyclability and circularity of the packaging materials produced by the Company.

Pursuant to the Agreement, completion of the sale and purchase ("Closing") is subject to the fulfilment of certain conditions precedent, as customary in transactions of this kind, including the obtainment of applicable antitrust clearances, the renewal of the board of directors of the Issuer, as well as the management bodies of the companies of the group and the insertion of the voluntary reference to article 111 (Diritto di Acquisto) of Legislative Decree no. 58/1998 ("TUF") in the bylaws of the Company, for the purpose of allowing the right of squeeze-out upon holding a shareholding equal to at least 90% of the share capital ("Conditions Precedent").

The purchase price agreed and to be paid on the Closing date to the Sellers, in proportion to the respective shareholdings, is equal to Euro 17.03 for each share and therefore to an aggregate of Euro 29.4 million. The agreed price includes a premium of 135% over the last official price of the Company's shares recorded on April 8, 2022 (last trading day preceding the date of entry into the Agreement) as well as a premium of 114% over the weighted average of the official price of the Issuer's shares in the 12 months preceding the date of April 8, 2022.

It is expected that the Conditions Precedent may be fulfilled and the Closing may take place by the end of June 2022.

In the event of completion of the transaction, Luxottica will hold a shareholding equal to 90.9% of the Issuer's share capital and will be required to launch, pursuant to Article 9 (Disposizioni in materia di offerta pubblica di acquisto) of the bylaws of the Company and of art. 6-bis of the Euronext Growth Issuers' Regulation, a mandatory tender offer on all outstanding shares of the Company ("MTO"), at the same price of Euro 17.03 per share.

The MTO is aimed at delisting the Company.

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The press release is available on the respective websites of EssilorLuxottica and the Company and on www.1info.it.

Contacts	ESSILORLUXOTTICA Giorgio Iannella Head of Investor Relations e-mail: ir@essilorluxottica.com	GIORGIO FEDON & FIGLI Caterina De Bernardo Investor Relator e-mail: investorrelations@fedon.com	BANCA FINNAT EURAMERICA Euronext Growth Advisor e-mail : a.demarco@finnat.it
	Marco Catalani Head of Corporate Communications e-mail: media@essilorluxottica.com	Giovanna Gagliardi UFFICIO STAMPA- Gagliardi & Partners e-mail: gagliardi@gagliardi-partners.it
About EssilorLuxottica	EssilorLuxottica is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. Formed in 2018, its mission is to help people around the world to see more and be more by addressing their evolving vision needs and personal style aspirations. The Company brings together the complementary expertise of two industry pioneers, one in advanced lens technology and the other in the craftsmanship of iconic eyewear, to set new industry standards for vision care and the consumer experience around it. Influential eyewear brands including Ray Ban and Oakley, lens technology brands including Varilux and Transitions, and world-class retail brands including Sunglass Hut, LensCrafters and GrandVision are part of the EssilorLuxottica family. EssilorLuxottica has approximately 180,000 employees. In 2021, the Company generated consolidated pro forma revenue of Euro 21.5 billion. The EssilorLuxottica share trades on the Euronext Paris market and is included in the Euro Stoxx 50 and CAC 40 indices. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL:FP. For more information, please visit www.essilorluxottica.com.
About GIORGIO FEDON & FIGLI	Giorgio Fedon & Figli (FED: IM) is a company leader in the production and distribution of eyeglass cases and accessories for eyewear. It also operates with a complete line of leather goods and personal accessories, from business bags to trolleys and travel sets. The Company is the head of an international group with production facilities in Italy, Romania and China and branches in the USA, France, Germany and Hong Kong, with around 800 employees. www.fedongroup.com