Essilor to Launch Public Exchange Offer for Its Preferred Shares

One Common Share in Exchange for One Preferred Share


PARIS, July 5, 2001 (PRIMEZONE) -- On May 3, acting under authorizations approved by shareholders on January 18 and May 3, the Board of Directors of Essilor decided to launch a Public Exchange Offer ("Exchange Offer") for the Company's 53,392 preferred shares outstanding, on the basis of one common share for each preferred share. Any preferred shares not tendered to the offer will be redeemed for cash.

The Exchange Offer was filed on July 4 with France's Conseil des Marches Financiers (notice of filing dated July 5) and a draft prospectus was filed with the Commission des Operations de Bourse (COB), the French stock market regulator.

The Exchange Offer, which will be opened once both authorities have given their approval, will be carried out regardless of the number of preferred shares tendered. Holders of preferred shares that wish to participate in the offer should contact their bank, broker or other financial intermediary.

Following the Exchange Offer, and regardless of its outcome, Essilor will redeem all remaining preferred shares for a cash payment of EUR 330 per share. The price was set on July 2 by Dominique Ledouble, who was appointed expert by the presiding judge of the Creteil Commercial Court on May 31.

Holders of preferred shares who tender their shares to the Exchange Offer will not pay tax on the resulting capital gain. However, proceeds from the redemption of non-tendered shares will be taxed as dividend income.

At the close of trading on July 4, the Essilor common share was valued at EUR 329.9 and the preferred share at EUR 317.2. Trading of Essilor preferred shares was suspended on July 5.

In September, once the preferred share Exchange Offer has been completed, Essilor will carry out the previously announced ten-for-one stock split.



            

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