Cole National receives new proposal from Moulin
Cole National Corporation announced that it received yesterday from Moulin International Holdings Limited a revised proposal to acquire Cole National in a merger at a price of $25.00 per share in cash.
The proposal is subject to the termination of the merger agreement with Luxottica Group, the execution of definitive agreements with Moulin, approval by Cole National's and Moulin International's stockholders, receipt of regulatory approvals and other customary conditions.
The proposal contemplates that Hal Holding N.V., which owns approximately 19.1% of Cole National's outstanding shares, will provide substantial financing for the transaction, including by purchasing certain assets of Cole National at the closing of the proposed merger. Moulin also delivered written financial commitments from other financing sources for additional financing required for the transaction, which are subject to customary conditions. The financing commitments are not subject to further due diligence.
Cole National also stated that it will consider the effect of the revised Moulin proposal on the timing of the stockholders' vote on the Luxottica merger agreement scheduled for July 20, and may adjourn the annual meeting after the election of directors and before the vote on the Luxottica merger agreement. Such an adjournment would cause the merger consideration under the current Luxottica merger agreement to revert to the original $22.50 per share in cash, without the additional amount equal to four percent per annum that would have been payable from July 20, to the closing date if the Luxottica merger agreement were approved at the annual meeting.
Luxottica Group today announced that it has been informed of the revised non binding proposal received by Cole from Moulin and noted that Cole National's announcement indicated that its Board had only decided to review Moulin's revised proposal before undertaking any decision and that the Board has not withdrawn, modified or amended its recommendation that Cole National's stockholders approve the January 2004 Luxottica Group-Cole National merger agreement.
Luxottica Group noted that its Board of Directors has not deemed it necessary to take any action in connection with the revised proposal made by Moulin International Holding and that it will be reviewing such matters in due course. In addition, Luxottica Group noted that, under the terms of the Luxottica Group - Cole National merger agreement, Cole National's Board of Directors cannot withdraw its recommendation of the Luxottica Group merger unless it first gives Luxottica Group three business days within which Luxottica Group may revise or modify the terms of the merger.
Finally, Luxottica Group noted that it has cooperated fully with the Federal Trade Commission's (Ftc) review of its proposed acquisition of Cole National and that it expects to complete its required submissions shortly. In addition, Luxottica Group stated that it has committed to the Ftc not to close the transaction before September 30, 2004, without its consent.
