MILAN, Italy and FOOTHILL RANCH, Calif., June 20, 2007 (PRIME NEWSWIRE) -- Luxottica Group S.p.A. (NYSE:LUX) (MTA:LUX), global leader in eyewear, and Oakley, Inc. (NYSE:OO), worldwide specialist in sport performance optics, today jointly announced that they have entered into a definitive merger agreement with the unanimous approval of both companies' Boards of Directors. Under the agreement, Luxottica Group will acquire all of the outstanding shares of Oakley for a cash purchase price of US$29.30 per share, together with the purchase of all outstanding options and other equity rights at the same price per share less the exercise price. The total purchase price will be approximately US$2.1 billion, representing an approximate premium of 18% over the most recent 30-day average NYSE trading price of Oakley shares and approximately 24% over the most recent three-month average trading price.
Oakley's Board of Directors will recommend the offer to Oakley's shareholders for approval.
Highlights
* Oakley is an innovative and iconic brand: a leading global sports,
technology and lifestyle company with a unique design point of view
* Oakley has tremendous growth potential across numerous market
segments
* Luxottica provides a global platform to showcase the Oakley brands
while enhancing its international distribution capabilities
* This merger combines two strong, complementary business models
* This merger establishes a stronger and more diversified portfolio
of owned and licensed brands
* Combined companies' retail platform includes luxury, fashion,
lifestyle and sports concepts
Leonardo Del Vecchio, Luxottica Group Chairman, stated, "This is a milestone for our group. Significant changes in market dynamics require industry leaders to perfect a mix of best-in-class products and marketing with technical and operational capabilities. Luxottica has long admired the Oakley business and corporate culture, inspired by founder Jim Jannard. Oakley and Luxottica share a mutual commitment to quality, innovation, and technical skills -- qualities which will help us to solidify Oakley's brand position and Luxottica's strong leadership in the market. I look forward to welcoming the talented Oakley management team, led by Scott Olivet and Colin Baden, to our group."
Jim Jannard, Oakley, Inc. Founder, Chairman and Chief Mad Scientist, commented, "Mr. Del Vecchio and I started in the industry at about the same time and took our companies on different paths. We were both relentless in our desire to create great products and build unique organizations and I have always had tremendous respect for Mr. Del Vecchio as a partner and competitor. I am very excited that we have found a way to join forces. Oakley's technology and performance is one of the world's best kept secrets and this partnership should empower our ability to tell our story throughout the world. I am encouraged by the fact that Luxottica's management has come to understand the unique, rogue nature of Oakley in the eyewear industry and is committed to preserving it. Oakley will continue to be Oakley but with much greater resources and a platform for realizing the true potential of our brand and company. Given the opportunities in front of us, I wrote Mr. Del Vecchio this morning indicating my intent to make an investment in the company after the transaction closes."
Transaction Benefits
* Ability to leverage Oakley heritage and capability in sports,
technology, and optics
* Opportunity to create new eyewear categories and serve new customer
needs
* Increase level of service and innovation for wholesale customers
* More dynamic, global company with enhanced career opportunities for
employees
* Enhanced economies of scale with respect to sourcing and
distribution
* Approximately EUR 100 million per year in operating synergies
expected within three years
Financing
Luxottica will fund the payment of the purchase price and transaction costs from operating cash flow, available line of credit, and credit facilities to be available at the closing. Luxottica expects its pro forma Net Debt/EBITDA ratio for end of 2007, after giving effect to the transaction, to be approximately 2.3x(1).
Timetable
The transaction is expected to close in the second half of 2007. This acquisition is subject to the approval of Oakley's shareholders and the satisfaction of other customary conditions, including various governmental approvals.
Luxottica and Oakley will hold a joint conference call to discuss the proposed transaction with the investment community on Thursday, June 21, 2007, at 8:00 AM PDT/11:00 AM EDT/4:00 PM GMT/5:00 PM CET. The audio Web cast will be also available at Luxottica Group's corporate Web site at www.luxottica.com/english/investor_relations/webcast.html and on Oakley's investor Web site at investor.oakley.com. A replay of the conference call will be available starting on June 22 at 12:00 AM EDT, calling from USA: +1 (866) 583 1035, passcode 699162#. Members of the media may participate in the call in a "listen-only" mode. Please note that a slide presentation will be available for download from Luxottica Group's investor relations corporate Web site at www.luxottica.com/english/investor_relations/presentation.html and on Oakley's investor Web site at investor.oakley.com shortly before the start of the audio Web cast.
Oakley, Inc. will file a proxy statement and other relevant documents concerning the proposed merger with the U.S. Securities and Exchange Commission. Oakley, Inc. shareholders are urged to read the definitive proxy statement when it becomes available because it will contain important information regarding this transaction. Shareholders may obtain, free of charge, a copy of the definitive proxy statement (when it becomes available) and other documents filed by Oakley, Inc. with the SEC (www.sec.gov). In addition, documents filed with the SEC by Oakley, Inc. will be available free of charge from the company. Oakley, Inc. and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Oakley, Inc. in favor of the proposed transaction. Information concerning the participants in the proxy solicitation will be set forth in the proxy statement when it is filed with the SEC.
Luxottica Group received investment advice from Rothschild Inc. and legal advice from Winston & Strawn LLP. Oakley received investment advice from Goldman Sachs & Co. and legal advice from Skadden, Arps, Slate, Meagher & Flom LLP.
About Luxottica Group S.p.A.
Luxottica Group is a global leader in eyewear, with over 5,800 optical and sun retail stores in North America, Asia-Pacific, China and Europe and a strong brand portfolio that includes Ray-Ban, the best-selling sun and prescription eyewear brand in the world, as well as, among others, license brands Bvlgari, Burberry, Chanel, Dolce & Gabbana, Donna Karan, Polo Ralph Lauren, Prada and Versace, and key house brands Vogue, Persol, Arnette and REVO. In addition to a global wholesale network that touches 130 countries, the Group manages leading retail brands such as LensCrafters and Pearle Vision in North America, OPSM and Laubman & Pank in Asia-Pacific, and Sunglass Hut globally. The Group's products are designed and manufactured in six Italy-based high-quality manufacturing plants and in the only two China-based plants wholly-owned by a premium eyewear manufacturer. For fiscal year 2006, Luxottica Group posted consolidated net sales of EUR 4.7 billion. Additional information on the Group is available at www.luxottica.com.
About Oakley, Inc.
Oakley is a global leader in sport performance optics including premium sunglasses, goggles, and prescription eyewear. Headquartered in Southern California, the company's optics brand portfolio includes Dragon, Eye Safety Systems, Fox Racing, Mosley Tribes, Oliver Peoples, and Paul Smith Spectacles. In addition to its global wholesale business, the company operates retail chains including Bright Eyes, Oakley Stores, Sunglass Icon and The Optical Shop of Aspen. The company also offers a wide selection of Oakley-branded apparel, footwear, watches and accessories. Additional information is available at www.oakley.com.