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How Luxottica’s share exchange moved the eyewear group from Milan to Paris

Essilor became Luxottica’s majority owner in October 2018 when Delfin exchanged a 62.42% stake for new shares. The remaining-share offer and final purchase procedure ran through March 2019, when the old Luxottica shares delisted in Milan.

Sources checked

Eyewear ownershipThe share exchange from announcement to delisting
  1. January 2017
    Transaction announced

    The companies outlined a business combination using an exchange of shares. Source 1

  2. June 2017
    U.S. depositary receipts delisted

    Luxottica’s American depositary receipts came off the New York Stock Exchange. Source 1

  3. 22 August 2017
    European filing received

    The European Commission received the concentration notification. Source 2

  4. 1 March 2018
    European clearance

    The Commission cleared the transaction without imposing remedies. Source 2

  5. July 2018
    China cleared the combination

    The company identified China as the final major market to clear it. Source 1

  6. 1 October 2018
    Delfin transferred its majority stake

    Essilor received 302,846,957 Luxottica shares, representing 62.42% of its capital. Source 1

Show 4 more dates
  1. 2 October 2018
    Parent shares traded in Paris

    The renamed EssilorLuxottica shares began trading on Euronext Paris. Source 1

  2. 11 October 2018
    Mandatory exchange offer launched

    The offer concerned 176,276,154 remaining outstanding Luxottica shares. Source 1

  3. 29 November 2018
    First offer results published

    Holders tendered 143,788,312 shares in the first phase. Source 1

  4. 5 March 2019
    Luxottica delisted in Milan

    The final purchase procedure settled and Milan trading in the original Luxottica shares ended. Source 1

Choose a milestone to trace the transfer of control, the public offer or the change in listing.

Source 1 Source 2

The controlling stake moved first

On 1 October 2018 Delfin transferred 302,846,957 Luxottica shares. Essilor issued 139,703,301 new shares in return, at a ratio of 0.4613 Essilor shares for each Luxottica share. The renamed parent held both the Essilor business and the Luxottica majority stake. Source 1

The public float required a second process

The mandatory offer covered the remaining 176.28 million outstanding shares. In its first phase holders tendered about 143.79 million, or 81.57% of the shares subject to the offer. Later stages addressed shares still outstanding after the first phase. Source 1

The listing change had more than one date

The U.S. depositary receipts delisted in June 2017. Shares in the new parent began trading in Paris on 2 October 2018. The original Luxottica shares continued on Milan’s market through the offer process, with delisting effective on 5 March 2019. Source 1

Competition review covered different points in the eyewear supply chain

Essilor’s lens business and Luxottica’s frames and eyewear business could sell to some of the same opticians. The Commission reviewed potential effects of using strength in one category to sell the other. It cleared the combination in March 2018. Source 2

Sources

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