By Lisa Kerner
Charlotte, N.C., Dec. 16 - FGX International Holdings Ltd. agreed to merge with a subsidiary of Essilor International, it was announced on Wednesday.
Under the merger agreement, FGX shareholders will receive $19.75 cash per share.
Both companies' boards of directors approved the transaction, which is valued at approximately $565 million including the assumption of FGX debt of about $100 million.
"Essilor's global footprint will allow us to expand our presence in Europe, Asia and other parts of the world, while continuing to focus on growing our North American sales in over-the-counter reading glasses and popular-priced sunglasses," FGX chief executive officer Alec Taylor said in a company news release.
FGX will operate as a stand-alone business unit of Essilor. Its headquarters location will remain in Smithfield, R.I., and Taylor will remain its CEO.
According to FGX, its principal shareholder, an affiliate of Berggruen Holdings that owns approximately 32% of FGX's outstanding shares, and key members of FGX's senior management team agreed to vote in favor of the deal.
FGX's board of directors unanimously recommended that the company's shareholders support the transaction, which is expected to close in 2010.
Essilor said it will finance the transaction using its cash reserves and existing committed credit facilities.
The merger agreement includes a termination fee of approximately $18.3 million payable by FGX to Essilor in certain circumstances.
FGX, a designer and marketer of non-prescription reading glasses, sunglasses and costume jewelry, was advised by Lazard Frères & Co. LLC.
Essilor, based in Charenton-le-Pont, France, produces ophthalmic optical products.
| Acquirer: | Essilor International
|
| Target: | FGX International Holdings Ltd.
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| Announcement date: | Dec. 16
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| Transaction total: | $565 million
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| Price per share: | $19.75
|
| Termination fee: | $18.3 million
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| Expected closing: | 2010
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| Stock price for target: | Nasdaq: FGXI: $17.91 on Dec. 15
|
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