EssilorLuxottica’s Acquisition of Hal Optical Investments B.V.’s 76.72% Interest in GrandVision

Latham & Watkins is advising EssilorLuxottica in the transaction. ING is acting as financial advisor and De Brauw Blackstone Westbroek is acting as legal advisor to GrandVision in connection with the Transaction.

EssilorLuxottica S.A. is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses.

The company closed an agreement with Hal Optical Investments B.V., a wholly-owned subsidiary of HAL Holding N.V, for the sale of HAL’s 76.72% ownership interest in GrandVision N.V., a global leader in optical retail.

EssilorLuxottica will buy HAL’s shares for a price of €28 per share, to be increased by 1.5% to €28.42 if closing of the Transaction does not occur within 12 months from the announcement date, representing a total consideration of approximately €5.5 billion.

Closing of the Transaction between EssilorLuxottica and HAL is subject to various conditions, including obtaining anti-trust clearance. The Transaction is expected to close in 12 to 24 months. After the Transaction has been successfully concluded, EssilorLuxottica will launch a mandatory cash public offer for all outstanding shares in the Company, in accordance with the applicable Dutch public offer rules.

GrandVision will bring over 37,000 employees and €3.7 billion in annual revenue to EssilorLuxottica, growing the company’s reach and expanding its dialogue with end consumers. The combination with GrandVision will create an extended multichannel platform to seize future opportunities in retail and in consumer interaction on eyecare and eyewear products and services.

Further complementing EssilorLuxottica’s scope of activities, while maintaining its open business model, the Transaction will also bring under the same roof GrandVision’s 125 years of experience and success in putting the customer at the center of its business. Additionally, it will give EssilorLuxottica an opportunity to strengthen its direct-to-consumer business, benefitting from GrandVision’s technologies, competencies and human capital that have made it a success.

Expanding its retail operations, while maintaining strong wholesale distribution, EssilorLuxottica will increase its capacity to drive consumer engagement more effectively, to raise the standard of in-store experience, resulting in more regular eye exams, up to date prescriptions and an increased availability of multiple tailored vision care products to meet all of their vision and style needs.

At the same time, GrandVision will benefit from EssilorLuxottica’s outstanding product innovation, manufacturing and commercialization, integrated IT system, brand portfolio, state-of-the-art supply chain, talent development and digital tools and expertise to foster a closer and increasingly omnichannel relationship with GrandVision’s more than 150 million consumers around the world.

EssilorLuxottica has obtained, subject to customary conditions, committed bridge financing for the Transaction from reputable global financial institutions of approximately €8 billion and plans to refinance through debt and equity, or equity-like instruments, in the amount of up to €2 billion.

Latham & Watkins LLP serves as global antitrust counsel representing EssilorLuxottica with a cross-border team led by Paris partners Jacques-Philippe Gunther (Picture) and Frédéric Pradelles, Washington, D.C. partners Michael Egge and Farrell Malone, and Paris counsel Mathilde Saltiel. The Latham team is supported by co-counsel, Italian law firm BonelliErede.

Involved fees earner: Michael Egge – Latham & Watkins; Jacques-Philippe Gunther – Latham & Watkins; Farrell Malone – Latham & Watkins; Frederic Pradelles – Latham & Watkins; Mathilde Saltiel – Latham & Watkins;

Law Firms: Latham & Watkins;

Clients: EssilorLuxottica S.A.;