MILAN, Italy — Italy's Luxottica and France's Essilor have agreed a €46-billion ($49 billion) merger deal to create a global powerhouse in the eyewear industry with revenues of more than €15 billion, they said in a statement on Monday.
The deal, one of Europe's largest cross-border tie-ups, brings together Luxottica, the world's top spectacles maker with brands such as Oakley and Ray Ban, with Essilor, the world's leading manufacturer of ophthalmic lenses.
Under the terms of the merger, Luxottica's 81-year old founder, Leonardo Del Vecchio, will take a stake of between 31 and 38 percent in the merged group through his family holding Delfin, becoming the biggest shareholder in the company.
Delfin will contribute its 62 percent stake in Luxottica at a ratio of 1 share in the Italian group for every 0.461 Essilor shares. The French lens maker in turn will launch a mandatory exchange offer on all remaining Luxottica shares, at the same ratio, with the aim of delisting Luxottica's shares.
Del Vecchio, who two years ago returned at the helm of Luxottica after a decade out of the limelight, will be the chief executive officer and executive chairman of the merged company that will be called EssilorLuxottica and be listed in Paris.
Essilor chairman and chief executive officer, Hubert Sagnières, will be executive vice-chairman and deputy chief executive officer of EssilorLuxottica with the same powers as the chairman and chief executive officer.
Luxottica and Essilor, which have a market value of around €24 billion and €22 billion respectively, had already explored a possible tie-up a few years ago.
Luxottica said in September 2014 discussions had taken place 18 months earlier but were dropped due to a number of reasons including shareholding governance issues.
The fast-growing eyewear market was valued at around $100 billion in 2015, according to US-based market consulting company Grand View Research. It is expected to keep expanding at a healthy pace in coming years because of an aging population as well as increasing awareness about eye care and vision problems, with Latin America and Asia seen as key markets for growth.
Luxottica has been dogged by management upheaval in recent years, raising questions over Del Vecchio's succession plans and strategy. Some insiders have said a merger could help settle such issues.
Luxottica announced a year ago the departure of its third chief executive in 17 months when Adil Mehboob-Khan, a former Procter & Gamble executive, stepped down and Del Vecchio tightened his grip on the group by taking on executive powers.
Long-standing chief executive officer Andrea Guerra quit in 2014 following a rift with Del Vecchio. His successor, Enrico Cavatorta, left after only six weeks into the job, also because of differences with Del Vecchio.
Since taking the lead, Del Vecchio has stepped up investments to boost Luxottica's retail network and increased its lens manufacturing business.
However, revenue and profit growth at the group have slowed due to a tough US market, where Luxottica makes 59 percent of its revenue, and Del Vecchio's efforts to increase control over pricing by limiting online discounts.
Mediobanca advised Luxottica, while Essilor was advised by Rotschild.
By Silvia Aloisi and Valentina Za, additional reporting by Gianluca Semeraro; editors: Peter Cooney and Simon Cameron-Moore.