Essilor International SA (ENXTPA:EI) entered into an agreement to acquire 62.4% stake in Luxottica Group S.p.A. from Delfin S.a.r.l. for €14.3 billion on January 15, 2017. Pursuant to the terms of agreement, Delfin will get newly-issued shares to be approved by the Essilor shareholders meeting, on the basis of the exchange ratio of 0.461 Essilor share for 1 Luxottica Share. As of September 28, 2018, the exchange ratio was adjusted to 0.4613. Essilor after acquiring 62.5% will then make a mandatory public exchange offer, in accordance with the provisions of Italian Law to acquire all the remaining issued and outstanding shares of Luxottica pursuant to the same exchange ratio and will delist it. Post-completion, Delfin would become the largest shareholder and will own between 31% to 38% shares of EssilorLuxottica, the newly merged company, listed on Euronext Paris. Post-completion, Executive Chairman of Luxottica Leonardo Del Vecchio will become the Executive Chairman and Chief Executive Officer of EssilorLuxottica. Essilor Chairman and Chief Executive Officer, Hubert Sagnieres would serve as Executive Vice-Chairman and Deputy Chief Executive Officer of EssilorLuxottica with equal powers as the Chairman and Chief Executive Officer. Leonardo Del Vecchio and Hubert Sagnieres would also keep their positions of Executive Chairman of Luxottica and Chairman and Chief Executive Officer of Essilor, respectively. The Board of Directors of EssilorLuxottica would consist of 16 members. Eight members nominated by Essilor, comprising Hubert Sagnieres, two employee representatives appointed by Works Council by the end of October, 2017, Juliette Favre as Valoptec representative and four independent members named Henrietta Fore, Bernard Hours, Annette Messemer and Olivier Pécoux while other eight members will be nominated by Delfin, comprising Leonardo Del Vecchio, three Delfin representatives named Romolo Bardin, Giovanni Giallombardo and Francesco Milleri and four independent members named Rafaella Mazzoli, Gianni Mion, Lucia Morselli and Cristina Scocchia. Luxottica's Executive Chairman, Leonardo Del Vecchio, would serve as Executive Chairman and Chief Executive Officer of EssilorLuxottica. Essilor Chairman and Chief Executive Officer, Hubert Sagnieres, would serve as Executive Vice-Chairman and Deputy Chief Executive Officer of EssilorLuxottica with equal powers as the Chairman and Chief Executive Officer. Leonardo Del Vecchio and Hubert Sagnieres would also keep their positions of Executive Chairman of Luxottica and Chairman and Chief Executive Officer of Essilor International, respectively. Laurent Vacherot will be Deputy Chief Executive Officer of Essilor International. EssilorLuxottica will retain its registered office in France. The transaction is subject to approval from Essilor's Works Councils information, consultation procedure according to French law, antitrust, regulatory merger control approvals in the European Union, the United States, Brazil, Canada, China and Essilor's shareholder approval. The transaction has been, or will be notified in India, New Zealand, and Russia. The transaction is subject to satisfaction of all conditions, to be followed by EssilorLuxottica's mandatory exchange offer for all remaining issued and outstanding Luxottica shares. AMF has authorized the majority shareholder of Luxottica to waive the obligation to submit a public tender offer on the capital of the future EssilorLuxottica group. The Board of Directors of Essilor and Luxottica have unanimously approved the transaction on January 15, 2017. As on March 23, 2017, Board of Essilor approved the signing of the contribution agreement. The board also approved the filing and registration with Autorité des marchés financiers (AMF) by April 10, 2017 at the latest, of the information document, describing the rationale of the transaction as well as the main principles of the combination agreement and draft resolutions to be submitted for the approval of the Essilor’s General Shareholders’ Meeting of May 11, 2017, including the names of the directors who would, subject to shareholder approval, sit on the Board of Directors of EssilorLuxottica as of the closing date of the Luxottica share contribution. The combined general shareholders’ meeting is scheduled on May 11, 2017. As of May 11, 2017, Essilor's shareholders approved the transaction. On July 10, 2017, the Commerce Commission registered an application seeking clearance for the global merger of Essilor and Luxottica. As on July 24, 2017, Essilor and Luxottica have filed for approval of their tie-up with the relevant authorities in the US, Canada and Brazil. As of August 11, 2017, Australian Competition and Consumer Commission (ACCC) commenced review under the merger process guidelines. ACCC will announce its decision on August 19, 2017. As on September 27, 2017, the deal was cleared in Russia, India, Colombia, Japan, Morocco, South Africa and South Korea. The will take a decision about the merger by February 12, 2018. New Zealand’s competition regulator approved the deal on September 5, 2017. As of October 26, 2017, the transaction has been approved by the ACCC. As of November 3, 2017, the transaction is still in need of approval by Essilor's works council and French labor bodies. Still yet, it must as establish compliance with and passage of anti-trust probes in the U.S., Canada, China, and Brazil, among other nations. As of November 28, 2017, Canadian Competition Bureau approved the transaction. The deal has so far been approved in 10 countries. As of February 26, 2018, the transaction is unconditionally approved by Brazilian antitrust regulator Cade. As of March 1, 2018, the transaction is unconditionally approved by European Commission and US Federal Trade Commission. As of July 26, 2018, the antitrust regulator of the People’s Republic of China, SAMR, approved the transaction. The transaction is expected to close in fourth quarter of 2017. As of November 7, 2017, the transaction is expected to be completed in the first quarter of 2018. As of September 28, 2018, closing is expected to take place on October 1, 2018. Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) acted as financial advisor for Delfin while Citigroup Global Markets Limited and Rothschild & Co SCA (ENXTPA:ROTH) acted as financial advisors for Essilor. Marco De Leo, Sergio Erede, Stefano Cacchi Pessani, Guido Giovannardi, Elizabeth Bellini, Claudio Tesauro, Leonardo Armati, Andrea Manzitti and Stefano Brunello of Bonelli Erede Pappalardo Studio Legale and Sébastien Prat, Florence Haas, Sébastien de Monès and Laetitia Tombarello of Bredin Prat & Associes acted as legal advisors for Delfin while Pierre-Yves Chabert, Giuseppe Scassellati Sforzolini, John Brinitzer, François-Charles Laprevote, Anne-Sophie Coustel, Mario Siragusa, Mark Leddy, David Gelfand, Jean-Marie Ambrosi, Saverio Valentino, Vania Petrella, Gianluca Russo, Lorenzo Vitali, Eole Rapone, Amandine Coulomb, Chris McBrady, Séverine Schrameck, Asa S. Hallsdottir, Daniel Culley, Erin Frake , Alan Freedman, Cécile Mariotti, Jerome Hartemann and Gerolamo da Passano of Cleary Gottlieb Steen & Hamilton LLP (France) acted as legal advisors for Essilor. BNP Paribas conducted an appraisal of the contribution and issued a fairness opinion. Julien Saiac, Bruno Gibert, Ambroise Lecoeur and Claire Aylward of CMS Bureau Francis Lefebvre acted as legal advisors for Essilor. Ryan Thomas of Jones Day acted as antitrust counsel to Essilor International. Essilor International SA (ENXTPA:EI) completed the acquisition of 62.4% stake in Luxottica Group S.p.A. from Delfin S.a.r.l. on October 1, 2018. Essilor International SAS and Luxottica maintain their respective Boards of Directors. The Board of Directors of EssilorLuxottica is composed of sixteen members: Leonel Ascencao Pereira, Romolo Bardin, Leonardo Del Vecchio, Juliette Favre, Giovanni Giallombardo, Bernard Hours, Annette Messemer, Francesco Milleri, Gianni Mion, Lucia Morselli, Olivier Pécoux, Sabrina Pucci, Huber Sagnières, Cristina Scocchia, Jeanette Wong and Delphine Zablocki. All the conditions precedent to the closing of the transaction have been satisfied.