Notice of the partial de-merger of Luxottica Group’s subsidiary Luxottica S.r.l.
The Board of Directors of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a leader in the design, manufacture and distribution of fashion, luxury and sports eyewear, met today and approved the partial demerger of Luxottica S.r.l., a wholly-owned subsidiary of Luxottica Group S.p.A., in favor of Luxottica Group S.p.A.
The assets of Luxottica S.r.l. that, in connection with the demerger, will be transferred to Luxottica Group S.p.A. are primarily the license contracts and distribution activities of the subsidiary.
Given that Luxottica Group S.p.A. owns 100 percent of the share capital of Luxottica S.r.l., according to the provisions of article n° 2505 of Italian Civil Code and pursuant to the bylaws of the companies involved, the demerger will be executed in simplified form and the resolution authorizing the demerger will be approved by the Boards of Directors of the two companies.
Given that Luxottica Group S.p.A. is the sole shareholder of Luxottica S.r.l., no shares of Luxottica Group S.p.A. will be granted in exchange for said assets and no capital increase will take place. Furthermore, the corporate purpose of Luxottica Group S.p.A. will not be changed, as it already includes the activities involved in the operation.
The demerger is part of a broader project of reorganization of the activities of Luxottica S.r.l., which started in 2007 and is aimed at focusing the business of this company on manufacturing activities. The demerger, which is not subject to the Procedure for Operations with Related Parties, will be based upon asset values at June 30, 2011 and it is expected to be effective by January 1, 2012.