Proposed Merger of Essilor International (Compagnie Generale d’Optique) S.A. and Luxottica Group S.p.A.

Notifying Parties:

Essilor International (Compagnie Generale d’Optique) S.A and Luxottica Group, S.p.A.

Notifying Date:

16 September 2017

Summary of transaction:

(i)         the names of the merger parties;

The parties to the proposed merger are Essilor International (Compagnie Generale d’Optique) S.A (“Essilor”) and Luxottica Group, S.p.A. (“Luxottica”) (collectively, the “Parties”).

(ii)        a description of the transaction;

On January 16, 2017, the Parties announced the proposed full merger of their respective businesses (the “Transaction”).  Essilor and Delfin, the majority shareholder of Luxottica, entered into a combination agreement to establish a permanent, single economic management of the businesses currently operated by Essilor and Luxottica.  Post-Transaction, a joint holding company (HoldCo) will solely control these businesses.

The Transaction will consist of the following three steps:

(a)       first, Delfin will contribute its entire stake in Luxottica (approximately 62%) to Essilor in return for newly-issued Essilor shares at a fixed exchange ratio of 0.461 Essilor shares for 1 Luxottica share;

(b)       second, Essilor will launch a mandatory public exchange offer to acquire all of Luxottica’s remaining issued and outstanding shares at the same exchange ratio and with a view to delisting Luxottica’s shares; and

(c)        in parallel, Essilor will become a pure holding company with the new name “EssilorLuxottica” (the Combined Entity) via a hive-down of its operating activities into a wholly-owned company, New Essilor.

(iii)     a description of the business activities of the merger parties worldwide and in Singapore;

Essilor

Essilor is a global manufacturer and wholesale supplier of ophthalmic lenses, and to a lesser extent, other optical products. Essilor is active in every phase of ophthalmic (corrective) lens development, from design to manufacture to wholesale, with a particular focus on research and development. Essilor also manufactures and markets machines, instruments and services for eye-care professionals. It is also marginally active in the manufacture and sale of sunglasses and in online retail sales, its activities in these areas are mostly focused outside South-East Asia. According to Essilor, its activities in these areas are almost negligible in Singapore. Additional information on the Essilor group is available at www.essilor.com.

Luxottica

Luxottica designs, manufactures, and distributes eyewear, i.e., prescription frames and sunglasses. In Europe, Luxottica manufactures lenses for the purpose of serving only its own retail network and/or products. In Singapore, Luxottica is involved in wholesale supply activities in respect of spectacle frames and sunglasses under its house brands or under brands that are licensed by third parties.   At the retail level, through Sunglass Hut, Luxottica primarily sells sunglasses both from its brand portfolio of house and licensed brands and from third parties. Luxottica is not active in any phase of ophthalmic lens development in Singapore. Additional information on Luxottica is available at www.luxottica.com.

(iv)      a description of the overlapping goods or services, including brand names;

The Parties have submitted that there is very minimal overlap with respect to the following goods / services:

(a)       the manufacture and wholesale supply of sunglasses,

(b)       the manufacture and wholesale supply of prescription frames, and

(c)        the retail of optical products. 

(v)       the applicant’s views on:

a.         definition of the relevant market(s);

b.         the way in which competition functions in this market;

c.         barriers to entry and countervailing buyer power; and

d.         the competitive effects of the merger (non-coordinated, coordinated and / or vertical effects, as relevant).

In the Parties’ view, the relevant markets are:

(a)       the manufacture and wholesale supply of sunglasses,

(b)       the manufacture and wholesale supply of prescription frames, and

(c)        the retail of optical products. 

The Parties have submitted that all of these markets are highly competitive; there are no entry barriers and customers have significant countervailing buyer power. Whilst both companies are major players in the eyewear industry, their businesses are highly complementary. Essilor’s activities are strongly focused on ophthalmic lenses, while Luxottica’s primary activities are the manufacturing and distribution of prescription frames and sunglasses. In Singapore, the parties’ activities overlap very minimally, and the Transaction is not expected to result in non-coordinated or coordinated effects, and / or vertical effects. Rather, the combination is expected to bring about significant synergies and benefits for consumers, such as efficiencies in the supply and delivery chain and the development of innovative products.

 Status:

At the end of the Phase 1 review, CCS was unable to conclude that the Transaction would not raise competition concerns. The Parties have filed the relevant documents on 5 December 2017, and the Transaction has now proceeded to a Phase 2 review. In relation to the Phase 2 review, CCS is inviting all feedback and views in relation to the Transaction.

 Decision:

The proposed merger, if carried into effect, will not infringe the Section 54 prohibition. 

Decision Date:

12 April 2018.

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