Luxottica raises offer for Cole National
Luxottica Group yesterday announced that it has entered into an amendment to its merger agreement with Cole National Corporation. As a result, Cole National's stockholders are now scheduled to vote on the merger agreement, as amended, on July 22, 2004, the date to which the Meeting will be adjourned from July 20, 2004.
The amendment to the merger agreement, which was agreed upon with the unanimous approval of the Board of Directors of Luxottica Group and of Cole National, provides for:
- A revised cash purchase price of US$ 27.50 per share, provided that Cole National's stockholders approve the merger on July 22, 2004, or, if on such date Cole National has not received a sufficient number of proxies to approve the merger agreement under Delaware law, then if Cole National's stockholders approve the merger on or prior to July 29, 2004;
- Cole National's stockholders to receive interest on the revised US $27.50 merger price, if payable. The interest, as already announced on June 3, 2004, would be payable in cash together with the merger price and would accrue at the rate of four percent per annum from and after the date on which Cole National's stockholders approve the merger agreement through the date of closing of the merger;
- A revised cash purchase price of US$ 26 per share, if the conditions for the payment of the US$ 27.50 are not satisfied.
In addition, Cole National agreed in the amendment that it is prohibited from entering into an acquisition agreement with any party which may submit a superior acquisition proposal which does not remain superior to any revised proposal made by Luxottica Group pursuant to the revised procedure set forth in the amendment. Furthermore, Cole National agreed that, if its stockholders approve the transaction, Cole National is thereafter prohibited from engaging in discussions or entering into an agreement with any third party regarding a transaction, and from terminating the merger agreement with Luxottica Group in connection with any competing offer.
Luxottica Group also noted that, while the merger remains subject to compliance with applicable U.S. antitrust clearance requirements and the satisfaction of other customary conditions, it has agreed to delete from the original January 2004 Luxottica Group - Cole National Corporation Merger Agreement the provision that capped the U.S. Dollar value of divestitures or other actions that may be required by the U.S. Federal Trade Commission (Ftc) to approve the closing of the transaction. As announced on July 13, 2004, Luxottica Group expects to complete its required submissions to the Ftc by the end of this week. Additionally, Luxottica Group has committed to the Ftc not to close the transaction before September 30, 2004, without its consent.
Luxottica Group expects to fund the payment of the purchase price and transaction costs from cash flow from operations and existing credit facilities.
