Charenton-le-Pont, France (May 13, 2019 – 8.40 am) – EssilorLuxottica announced today that EssilorLuxottica and Deflin S.à.r.l. agreed upon a settlement agreement to overcome the governance issues and set the basis for a renewed start of profound collaboration between Essilor and Luxottica. The agreement settles any existing dispute among the parties.
The Board of Directors of EssilorLuxottica unanimously supported and approved this agreement aimed at immediately making the Group’s structure more efficient and effective from an operational standpoint.
The equal-powers governance, set forth in the Combination Agreement and the Board Rules, is remaining in place until the date of the shareholders’ general meeting to be called in 2021 to approve the financial statements for the year ended December 31, 2020.
According to the agreement:
As a result of this agreement, all existing claims will be waived and legal proceedings will be terminated, including the request for arbitration filed by Delfin before the International Court of Arbitration of the International Chamber of Commerce on March 27, 2019.
In light of this agreement, Valoptec decided that it will withdraw the proposal submitted on April 18, 2019 for the appointment, at the Shareholders’ Meeting convened for May 16, 2019, of one additional Director of EssilorLuxottica and will vote against the proposals submitted by certain institutional investors for the appointment of two additional Directors. The representative of Valoptec at the Board of EssilorLuxottica will integrate the Strategic and the Integration Committees of the Company.
As previously stated, the Board recommends that the shareholders vote against all the remaining proposed additional resolutions which, if approved, would result in a clear breach of the Combination Agreement and in a potential disruption for the activities of the Board.
“I'm very pleased of this outcome. The industrial rationale of the combination is even stronger when looking at all the opportunities raised during the meetings of the Integration Committee. Today, respecting the equal power and the Combination Agreement, we have found a solution to better execute such strategic combination,” commented Leonardo Del Vecchio, Executive Chairman of EssilorLuxottica.
“With these decisions driving to a more unified company, EssilorLuxottica is well positioned to accelerate its growth in order to achieve its mission: to help people around the world to see more, be more and live life to its fullest by addressing their evolving vision needs and personal style aspirations,” added Hubert Sagnières, Executive Vice-Chairman of EssilorLuxottica.