Luxottica announces offer for minorities in Opsm Group
Luxottica Group and Opsm Group Limited, the leader in the Australian eyewear industry, today jointly announced that Luxottica Group, through its wholly-owned subsidiary Luxottica South Pacific Pty Ltd, is launching an offer for all of the shares of Opsm Group it does not already own. Luxottica Group currently owns 82.6 percent of Opsm Group shares on issue.
The terms of the offer will be:
- A$4.35 per share cash for each Opsm Group share;
- if Luxottica Group declares the offer unconditional, Opsm Group intends to declare a fully franked special dividend of A$0.15 per share which will be paid to all shareholders (including Luxottica Group). In that circumstance the amount of the dividend will be deducted from the offer price otherwise due to accepting shareholders (resulting in a net price of A$4.20 per share).
The price of A$4.35 per share represents a premium of approximately 11.5 percent to the closing price on November 25, 2004 of A$3.90 per Opsm Group share and 13.6 percent to the volume weighted average price of A$3.83 per Opsm Group share over the last three months.
The franking credits attached to the dividend have the potential to provide additional value, depending on the tax status of the shareholder.
'We believe that the offer is attractive to the Opsm Group shareholders as it allows them to realize value from their holdings in Opsm Group well above current market prices, which already incorporate a takeover premium', said Leonardo Del Vecchio, Chairman of Luxottica Group.
The total value of the offer for the shares not held by Luxottica Group is approximately A$103 million, or approximately € 62 million (at an exchange rate of €1 = A$1.66). Under the proposal, Opsm Group shareholders would not bear any brokerage on the disposal of their Opsm shares.
Mr Leon Pasternak and Mr Ken Potter, the Independent Directors of Opsm Group, have been advised by Caliburn Partnership Pty Ltd ('Caliburn') and initiated this proposal with Luxottica Group, believing that it is in the best interest of all Opsm Group shareholders.
'Opsm Group is now an extremely illiquid stock and Luxottica Group is providing shareholders the opportunity to realize cash at a significant premium to the current market price, including the payment of a fully franked dividend if the offer is declared unconditional', said Mr Pasternak.
'We believe that Luxottica Group's offer provides an excellent outcome and is in the best interests of Opsm Group shareholders. Whilst we will commission an Independent Expert's Report and await receipt of it before providing a formal recommendation in the Target's Statement, we believe that the offer is in shareholders interests and we note that the offer is final and cannot be increased', said Mr Potter.
Luxottica Group and Opsm Group intend to jointly despatch the Bidder's Statement and Target's Statement with an Independent Expert's Report.
