Ray-Ban maker buys GrandVision

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EssilorLuxottica SA agreed to buy GrandVision NV in a deal that values the smaller Dutch eyecare retailer at as much as 7.3 billion euros ($8.1 billion) and brings the Ray-Ban sunglasses brand and Vision Express prescription centers under the same roof.

The Franco-Italian company said it will pay at least 28 euros a share for investment firm HAL’s roughly 77% stake. HAL is controlled by the Dutch billionaire Van der Vorm family. Following the completion of the deal, EssilorLuxottica will be obliged to make an offer for the rest of GrandVision’s shares.

The price represents a 33% premium to GrandVision’s closing price on July 16, the day before Bloomberg reported that the companies were in talks. GrandVision shares have been traded in Amsterdam since its initial public offering, which valued the company at about 5 billion euros.

EssilorLuxottica, the owner of Lenscrafters and Pearle Vision in the U.S., is trying to solidify its global dominance by adding GrandVision’s network of European eyewear chains. The acquisition would add more than 7,000 stores, selling lower-priced eyewearthrough chains such as Brilleland and For Eyes in more than 40 countries. The companies are preparing to face off the low-cost upstart internet competitors that threaten to disrupt the industry, Luca Solca, an analyst at Sanford C. Bernstein, has said.

EssilorLuxottica shares rose as much as 4.3% in Paris, while GrandVision shares gainedas much as 5.4% in Amsterdam.

The deal was announced as EssilorLuxottica reported first-half earnings that beat analysts’ estimates. The company also said the offer price will increase to 28.42 euros a share if the acquisition doesn’t close within 12 months. Completion is expected in 12 to 24 months.

The Franco-Italian company said it has bridge financing of 8 billion euros for the deal, and later plans a 2 billion-euro refinancing through debt and equity. EssilorLuxottica’s stable of luxury licenses including Armani and Prada allow the company to transform plastic sunglasses into a high-end staple. The company would expand its retail network with GrandVision, aiming to use those stores to help sell Essilor lens products.

GrandVision executives said the Dutch company will avoid any larger mergers and acquisitions that could threaten getting antitrust approval. The deal is contingent on GrandVision keeping net debt below 993 million euros. The company’s net borrowings were 867 million euros at the end of the first half.

The move comes only weeks after EssilorLuxottica defused a leadership dispute that weighed on its shares. The company, formed through the merger of France’s Essilor and Italy’s Luxottica, said in May that it would seek a new chief executive officer -- an effort to find a compromise between Chairman Leonardo Del Vecchio and Vice Chairman Hubert Sagnieres.

Their dispute flared up after the companies sealed their merger last year, with Del Vecchio saying he wanted to appoint his deputy as CEO and Sagnieres countering that the Italian was making false statements in an effort to seize control of the group.

Del Vecchio is EssilorLuxottica’s biggest shareholder with a 32% stake. Born in 1935, he founded Luxottica in 1961 with a handful of workers and transformed his business into a global giant through a multitude of acquisitions.

Citigroup advised EssilorLuxottica, while GrandVision is working with ING Groep NV.

Bloomberg News