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FGX to be acquired by Essilor

18 Dec '09
4 min read

FGX International will be a stand-alone business unit of Essilor. FGX's headquarters will remain in Rhode Island and it will also continue to maintain offices in San Luis Obispo, CA; Toronto, Canada; Stoke-on-Trent, England; New York, NY; Mexico City, Mexico; and Shenzhen, China. Alec Taylor will remain Chief Executive Officer of FGX International and FGX's management team will be unchanged.

Key Elements of the Transaction:
- The transaction is subject to customary closing conditions, including FGX International shareholder approval and applicable regulatory clearances, and is expected to close in 2010.
- FGX's principal shareholder, an affiliate of Berggruen Holdings, which owns approximately 32% of FGX's outstanding shares, and key members of FGX's senior management team have agreed to vote their shares in favor of the transaction.
- Essilor will finance the transaction from its cash reserves and existing committed credit facilities.
- The agreement includes a termination fee of approximately $18.3 million payable, in certain circumstances, by FGX International to Essilor such as in the event a superior unsolicited offer is accepted by FGX International.

After careful consideration the Board of Directors has determined that the merger with Essilor is in the best interest of all of the shareholders of FGX International and believes that it represents a significant opportunity for FGX International and its employees for the longer term. Accordingly, the Board of Directors unanimously recommends that FGX International shareholders vote to approve the merger. Should the board be presented with any other offer prior to the close of this transaction, it has a fiduciary duty to consider such offer.

Lazard Frères & Co. LLC is serving as FGX International's financial advisor, while Skadden, Arps, Slate, Meagher & Flom LLP is acting as its legal counsel.

FGX International Holdings Limited

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