MILAN, Italy and FOOTHILL RANCH, Calif., June 20, 2007 – 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 30-day average NYSE trading price of Oakley shares and approximately 24% over
the three-month average trading price.
Oakley’s Board of Directors fully supports this transaction and intends to recommend the
offer to Oakley’s shareholders for approval.
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-inclass
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 a substantial investment in the company after the transaction
closes.”
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 to be approximately
2.3x1.
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
BST/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:
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.
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 €4.7 billion. Additional information on the
Group is available at www.luxottica.com.
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.
Certain statements in this press release may constitute “forward-looking statements” as
defined in the Private Securities Litigation Reform Act of 1995. Such statements involve risks,
uncertainties and other factors that could cause actual results to differ materially from those
that are anticipated. Such risks and uncertainties include, but are not limited to, the risk that
the merger will not be completed, the ability to successfully introduce and market new
products, the ability to maintain an efficient distribution network, the ability to predict
future economic conditions and changes in consumer preferences, the ability to achieve and
manage growth, the ability to negotiate and maintain favorable license arrangements, the
availability of correction alternatives to prescription eyeglasses, fluctuations in exchange
rates, the ability to effectively integrate recently acquired businesses, as well as other
political, economic and technological factors and other risks referred to in Luxottica Group
and Oakley’s filings with the U.S. Securities and Exchange Commission. These forward-looking
statements are made as of the date hereof and, under U.S. securities regulation, neither
Luxottica Group nor Oakley assumes any obligation to update them.
Such risks and uncertainties also include, but are not limited to, the occurrence of any event,
change or other circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that have been, or will be, instituted
related to the merger agreement; the inability to complete the merger due to the failure to
obtain Oakley stockholder approval for the merger or the failure to satisfy other conditions to
complete the merger, including the receipt of all regulatory approvals related to the merger;
risks that the proposed transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; the ability to recognize the
benefits of the merger; the amount of the costs, fees, expenses and charges related to the
merger and the actual terms of certain financings that will be obtained for the merger.
Oakley and its directors, executive officers and other members of its management and
employees may be deemed participants in the solicitation of proxies from its shareholders in
connection with the proposed merger. Information concerning the interests of Oakley
participants in the solicitation, which may be different than those of Oakley shareholders
generally, is set forth in Oakley proxy statements and Annual Reports on Form 10-K,
previously filed with the SEC, and will be set forth in the proxy statement relating to the
transaction when it becomes available. INVESTORS AND SECURITY HOLDERS OF OAKLEY ARE
URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT OAKLEY, LUXOTTICA GROUP AND THE MERGER.
The proxy statement and other relevant material (when they become available) and any other
documents filed by Oakley with the SEC may be obtained free of charge by contacting
Oakley’s Investor Relations Department, going to Oakley’s investor Web site at
investor.oakley.com, or the SEC’s Web site at www.sec.gov.
Carlo Fornaro
Luxottica Group
Corporate Communications Director
+39 (02) 8633 4062
Luca Biondolillo
Luxottica Group
Head of International Communication
+39 (02) 8633 4668
MediaRelations@luxottica.com
Alessandra Senici
Luxottica Group
Group Investor Relations Director
+39 (02) 8633 4069
InvestorRelations@luxottica.com
Lance Allega
Investor Relations/Media Relations
Oakley, Inc.
+1 (949) 672-6985
LAllega@oakley.com
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1 The forecast of the pro forma ratio of net debt to EBITDA for fiscal year 2007 is not a measure of performance under generally accepted accounting principles in the United States (U.S. GAAP).