Jointly by Essilor International S.a., France and Delfin S.a.r.l., Luxembourg
A compact analysis
This page shows the compact analysis of this judgement. The full analysis — procedural history, issue-by-issue holdings with ratio and obiter, advocates, and paragraph-level evidence for every claim — is being added to the record in batches and will appear here when this judgement has been through it.
Summary of the Proposed Combination
[In terms of Regulation 13 (1B) of the Competition Commission of India (Procedure in regard to the transaction of business relating to combinations), 2011, as amended on 7 January 2016]
A. Name of the parties to the Proposed Combination
- Essilor International S.A. (“ Essilor ”), Delfin S.à.r.l.(“ Delfin ”) and Luxottica Group S.p.A. (“ Luxottica ”).
B. Type of the Proposed Combination
- The Proposed Combination entails a combination of the businesses of Essilor and Luxottica through the following interconnected steps:
- i. Delfin would contribute its entire stake in Luxottica (approximately 62%) to Essilor in return for newly-issued Essilor shares on the basis of the Share Exchange Ratio (“ SER ”). Based on the acceptance rate of the mandatory public exchange offer launched by Essilor over the outstanding shares of Luxottica, Delfin would own between approximately 31% and 38% of the shares of Essilor, as its largest shareholder;
- ii. Essilor would come to hold between approximately 62% to 100% of Luxottica upon making a mandatory public exchange offer to acquire all of the remaining issued and
outstanding shares of Luxottica with a view to delisting Luxottica’s shares;
Case details
As recorded by the court registry
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