FGX International (FGXI) To Merge with Essilor International Subsidiary
FGX International Holdings Limited (NASDAQ: FGXI) today announced that it has signed a definitive agreement to merge with a subsidiary of Essilor International of Charenton-le-Pont, France. Essilor shares trade on the NYSE Euronext Paris market and are included in the CAC 40 index.
Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, FGX International shareholders will receive $19.75 per share in cash upon completion of the merger, for an aggregate value of approximately $565 million, including the assumption of FGX debt of approximately $100 million. If completed, FGX International will become a wholly owned subsidiary of Essilor.
Key Elements of the Transaction:
Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, FGX International shareholders will receive $19.75 per share in cash upon completion of the merger, for an aggregate value of approximately $565 million, including the assumption of FGX debt of approximately $100 million. If completed, FGX International will become a wholly owned subsidiary of Essilor.
Key Elements of the Transaction:
- The transaction is subject to customary closing conditions, including FGX International shareholder approval and applicable regulatory clearances, and is expected to close in 2010;
- FGX's principal shareholder, an affiliate of Berggruen Holdings, which owns approximately 32% of FGX's outstanding shares, and key members of FGX's senior management team have agreed to vote their shares in favor of the transaction;
- Essilor will finance the transaction from its cash reserves and existing committed credit facilities;
- The agreement includes a termination fee of approximately $18.3 million payable, in certain circumstances, by FGX International to Essilor such as in the event a superior unsolicited offer is accepted by FGX International.
- After careful consideration the Board of Directors has determined that the merger with Essilor is in the best interest of all of the shareholders of FGX International and believes that it represents a significant opportunity for FGX International and its employees for the longer term. Accordingly, the Board of Directors unanimously recommends that FGX International shareholders vote to approve the merger. Should the board be presented with any other offer prior to the close of this transaction, it has a fiduciary duty to consider such offer.
Lazard Freres & Co. LLC is serving as FGX International's financial advisor, while Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel.
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