KIBBUTZ SHAMIR, Israel and
CHARENTON-LE-PONT, France,
October 15, 2010 /PRNewswire/ --
Shamir Optical Industry Ltd. (Nasdaq: SHMR) ("Shamir Optical"),
Kibbutz Shamir and Essilor International (NYSE Euronext: EI)
("Essilor") today announced that they have signed an agreement
whereby Essilor will, through a series of transactions, acquire 50%
of Shamir Optical. As a result of these transactions, Kibbutz
Shamir and Essilor will each own 50% of Shamir Optical.
Headquartered in Kibbutz Shamir, Israel, Shamir Optical is a fast growing
provider of innovative products and technology to the ophthalmic
lens industry. Shamir Optical reported 2009 revenues of
$142 million, generated mainly in
Europe and the United States, and has approximately 1,400
full-time employees.
Amos Netzer, Chief Executive
Officer of Shamir Optical commented "This venture places Shamir
Optical in a position to accelerate the development of new products
and to strengthen its presence in the market place by using
Essilor's R&D capabilities, notably in coatings, and its
worldwide distribution network. The transaction will create
synergies and provide Shamir Optical with additional resources to
invest in its development."
Hubert Sagnieres, Essilor's Chief
Executive Officer said "This joint venture represents a strategic
addition to Essilor's business and will strengthen our offer to the
mid-tier segment with additional high-quality products. Shamir
Optical's range of products fits closely with Essilor's. Thanks to
our existing network, respective expertise and the potential for
vertical cost synergies, our partnership will allow us to grow the
worldwide optical business with innovative, new value-added
products and services and to expand our offer to eyecare
professionals around the world. Shamir Optical will continue to
produce and promote its brands, products and services as a separate
business entity."
Under the planned transaction, Shamir Optical will be delisted
from the Nasdaq Global Market and the Tel Aviv Stock Exchange
through a merger with a wholly owned subsidiary of Essilor by which
all shareholders other than Kibbutz Shamir will receive cash for
their shares. Essilor will simultaneously acquire for cash
additional shares directly or indirectly from Kibbutz Shamir in
order to reach 50% of Shamir Optical. The price offered for each
transaction is $14.5 per Shamir
Optical share. This price, together with the dividend of
$0.804 payable to Shamir Optical
shareholders of record on 8th November
2010, represents a total value of $15.3 per share, corresponding to a 57% premium
over the last 90 day average closing share price on Nasdaq of
$9.75. The transaction will represent
a cash investment of $130 million for
Essilor, to be fully financed using Essilor's existing committed
credit facilities.
Shamir Optical's Board of Directors and its Audit Committee have
unanimously approved the terms of the proposed transaction and
Shamir Optical's Board of Directors has recommended it to Shamir
Optical Shareholders. Certain shareholders representing
approximately 69.3% of Shamir Optical's outstanding capital,
including Kibbutz Shamir, have signed support agreements committing
to vote in favour of the transaction at the special meeting of
shareholders that will be called to approve the transaction.
Under the terms of the agreements between Essilor and Kibbutz
Shamir, the existing management team of Shamir Optical will remain
in place.
The transaction, which is subject to regulatory approvals,
rulings, the approval of Shamir Optical's shareholders in
accordance with Israeli law and the approval of the district court
of Nazareth, Israel, is expected
to close in mid 2011.
The Merger Agreement contains certain termination rights for
both Essilor and Shamir Optical and further provides that, upon
termination of the Merger Agreement under specified circumstances,
Shamir Optical may be required to pay Essilor termination fees of
$11 million.
Shamir Optical expects to send its shareholders a shareholder
information statement and proxy materials in connection with the
meeting at which Shamir Optical's shareholders will be asked to
approve the proposed merger. Shamir Optical's shareholders are
urged to read the shareholder information statement and proxy
materials, when they become available, because they will contain
important information (see below, "Where You Can Obtain Further
Information").
Essilor will fully consolidate Shamir Optical upon closing.
Based on current estimates, the transaction is expected to be
accretive to Essilor's earnings per share as of 2011 (before impact
of the purchase price allocation).
This news release is provided for information purposes only and
does not constitute an offer to purchase any security, nor is it a
solicitation of any vote or approval in any jurisdiction.
Shareholders of Shamir Optical should be aware that the
consummation of the merger proposal is subject to various
conditions, including the requisite shareholder vote described
above, and therefore the merger proposal may not be consummated.
Persons who are in doubt as to the action they should take should
consult their stockbroker, bank manager, attorney or other
professional advisers.
Where You Can Obtain Further Information
Details of the merger proposal will be contained in a document
(the "Information Statement ") to be mailed to the shareholders of
Shamir Optical in due course. In addition, since the merger
proposal constitutes a "going private transaction" subject to the
requirements of Rule 13e-3 under the U.S. Securities Exchange Act
of 1934, a Schedule 13E-3 will be filed as required with the United
States Securities and Exchange Commission (the "SEC"). All
shareholders are urged to read the Schedule 13E-3, the Information
Statement and any other definitive materials accompanying those
documents before casting any vote at (or providing any proxy for)
the special meeting of the shareholders. Shareholders may obtain
such documents free of charge when they are furnished to the SEC
and become available at the Web site maintained by the SEC
(http://www.sec.gov).
About Shamir Optical
Shamir Optical is a leading provider of innovative products and
technology to the spectacle lens market. Shamir Optical's leading
lenses are marketed under a variety of trade names, including
Shamir Creation(TM), Shamir Piccolo(TM), Shamir Office(TM), Shamir
Autograph(TM), Shamir Attitude(TM) and Shamir Smart(TM). Shamir
Optical is one of the world's preeminent research and development
teams for progressive lenses, molds, and complementary technologies
and tools. Shamir developed software dedicated to the design of
progressive lenses. This software is based on Shamir Optical's
proprietary mathematical algorithms that optimize designs of
progressive lenses for a variety of activities and environments.
Shamir Optical also has created software tools specifically
designed for research and development and production requirements,
including Eye Point Technology software, which simulates human
vision.
About Essilor
The world leader in ophthalmic optical products, Essilor
International researches, develops, manufactures and markets around
the world a wide range of lenses to improve and protect eyesight.
Its flagship brands are Varilux(R), Crizal(R), Essilor(R),
Definity(R) and Xperio(TM).
With 34,700 employees and operations in 100 countries, the
company reported consolidated revenue of more than EUR3.2 billion in 2009.
The Essilor share trades on the NYSE Euronext Paris market and
is included in the CAC 40 index. Codes and symbols: (ISIN:
FR0000121667; Reuters: ESSI.PA; Bloomberg: EI:FP).
FORWARD LOOKING STATEMENTS - DISCLAIMER AND SAFE HARBOR
STATEMENTS
Statements concerning the contemplated merger and related
transactions, Shamir Optical's or Essilor's business outlook, plans
and objectives, product introductions and future economic
performance and assumptions made or expectations as to any future
events, conditions, performance or other matters, are
"forward-looking statements" as that term is defined under U.S.
federal securities laws. Forward-looking statements are subject to
various risks, uncertainties and other factors that could cause
actual results to differ materially from the results or
expectations expressed in those statements. These risks,
uncertainties and factors include, but are not limited to: the
inability to close the transactions referred to in this news
release, to obtain required Israeli court approval, regulatory and
shareholder approvals of the merger and related transactions, and
the performance of the obligations pursuant to the related
agreements; conflicts in the region, the effects of competition in
the industry, and changes in Shamir Optical's or Essilor's
relationships with optical laboratories, distributors, research and
development partners and other third parties; the effects of the
international expansion of operations of Shamir Optical and
Essilor, and their ability to manage their growth, including their
ability to manage potential future acquisitions; the effect of
global economic conditions in general and conditions in the
industry and target markets in particular; shifts in supply and
demand; market acceptance of new products and continuing products'
demand; the impact of competitive products and pricing, including
on products and markets; timely product and technology
development/upgrades and the ability to manage changes in market
conditions as needed; interest rate fluctuations, liquidity and
currency risks, and counterparty and investments risks; other
operational, market and legal risks; and other factors detailed in
Shamir Optical's filings with the Securities and Exchange
Commission and in Essilor's annual Registration Document, available
on its website (http://www.Essilor.com) (see, in particular, "Risk
Factors" in each document). Neither Shamir Optical nor Essilor
assume any obligation to update the information in this
release.
For more information, please visit http://www.essilor.com.
Shamir Optical investor relations and media contacts
Jeffrey Goldberger, KCSA Worldwide
Managing Director
Phone: +1-212-896-1249 (NY)
jgoldberger@kcsa.com
Essilor investor relations and financial communications
Veronique Gillet, SVP Investor Relations
Sebastien Leroy, Manager Financial Communications
Phone: +33(0)1-49-77-42-16
invest@essilor.com