EssilorLuxottica Société anonyme (ENXTPA:EL) agreed to make a mandatory tender offer to acquire remaining 23.3% stake in GrandVision N.V. (ENXTAM:GVNV) for €1.7 billion on July 31, 2019. The mandatory public offer will be triggered as a result of completion of a block trade agreement between EssilorLuxottica Société anonyme and HAL Optical Investments B.V. pursuant to which, EssilorLuxottica agreed to acquire 76.72% stake in GrandVision N.V. from HAL at a price of €28 per share. The price of the mandatory public offer will be determined in accordance with Dutch law and will be at a minimum the price per share paid to HAL pursuant to the Block Trade Agreement. Settlement of the offer is expected to take place approximately 6 months after closing. After closing of the offer, EssilorLuxottica intends to terminate GrandVision's listing on Euronext Amsterdam and to acquire 100% of the shares of GrandVision. EssilorLuxottica has furthermore agreed not to acquire any GrandVision shares or other securities before the launch of the offer. The deal value will be arranged from the acquisition financing arranged from Crédit Agricole Corporate, Investment Bank S.A. and HSBC France S.A. As of July 1, 2021, EssilorLuxottica intends to fund the Offer through readily available cash resources. EssilorLuxottica may also utilize existing committed credit lines that are available for general corporate purposes.

Stephan Borchert and Willem Eelman are committed to remain as Chief Executive Officer and Chief Financial Officer of GrandVision post-closing of the subsequent mandatory offer. The transaction is subject to customary closing conditions, including regulatory approvals, mandatory consultation procedures and completion of block trade transaction between EssilorLuxottica and HAL for acquisition of 76.72% stake in GrandVision. As of February 6, 2020, the transaction has been unconditionally cleared so far in the United States, Russia and Colombia, and it is currently under review also in Brazil, Chile, Mexico and Turkey. As of February 6, 2020, European Commission has initiated a Phase II review of the proposed acquisition. As of March 24, 2020, EU antitrust regulators have set a new deadline of July 24, 2020 for the decision related to this transaction. As of July 7, 2020, EU antitrust regulators have set a new deadline of August 20, 2020, for the decision related to this transaction. As of July 17, 2020, EU antitrust regulators have set a new deadline of August 27, 2020, for the decision related to this transaction. On July 18, 2020, EssilorLuxottica initiated legal proceedings before a District Court in Rotterdam to assess the way GrandVision has managed the course of its business during the COVID-19 crisis, as well as the extent to which GrandVision has breached its obligations under the support agreement. On July 22, 2020, European Union's antitrust regulator has suspended the review of the transaction till the missing information is supplied by the parties, the clock is re-started and the deadline for the Commission's decision is then adjusted accordingly. On August 24, 2020, District Court dismissed all claims made by EssilorLuxottica to receive additional documentation mainly in relation to GrandVision. On February 9, 2021, The European Commission (EC) has initiated a Phase II review of the proposed acquisition after the parties submitted concessions. The new deadline for the EU antitrust regulator's decision has been stipulated as April 12, 2021. As of March 23, 2021, European Commission has approved the acquisition of GrandVision after a long in-depth review largely impacted by consequences of the COVID-19 pandemic and the offer and block trade after EssilorLuxottica pledging to sell more than 400 stores in three countries to address competition concerns. EssilorLuxottica pledged to sell a total of 451 stores in Italy, the Netherlands and Belgium to allay concerns that the deal may result in price hikes for frame retailers and reduce competition. In Belgium, the GrandOptical chain of 35 stores will be sold without the brand name, while in Italy a total of 174 stores, which includes EssilorLuxottica's VistaSi chain and 72 GrandVision stores will be put on the block. In the Netherlands, 142 stores from the EyeWish chain will be divested. The outcome of the proposed transaction is still depending on the sign off from the competition authorities in Chile and Turkey, as well as the decisions regarding on-going litigations. As of April 6, 2021, the Amsterdam Court of Appeal has dismissed all claims made by EssilorLuxottica to receive additional information mainly in relation to GrandVision actions to mitigate the impact of COVID-19 on its business. EssiLux had failed to prove its claim that GrandVision had breached the takeover agreement by not asking permission for the actions it took as lockdowns to combat COVID-19 spread throughout Europe. GrandVision and its owner HAL accused EssiLux of seeking opportunities to end the deal or bargain for a lower price. But EssiLux maintained throughout the case that it was determined to complete the acquisition. As of April 12, 2021, Chilean market regulator FNE (Fiscalía Nacional Económica) approved the transaction. The closing of the acquisition of is still pending the sign off from the competition authority in Turkey, as well as the decisions regarding ongoing arbitral proceedings. As of June 10, 2021, Turkish competition regulator approved the deal. As on June 21, 2021, the arbitral tribunal ruled that EssilorLuxottica has the option to terminate the acquisition of GrandVision due to GrandVision's material breaches of its obligations to EssilorLuxottica. EssilorLuxottica is reviewing its options in relation to the transaction and in due course will communicate its determination on the way forward. The transaction is expected to close within 12 to 24 months from the announcement. As of June 30, 2021, the acquisition of 76.72% stake in GrandVision was approved by Board of EssilorLuxottica. As of April 6, 2021, transaction is expected to complete before July 31, 2021. As of June 29, 2021, EssilorLuxottica announced the decision to close the acquisition of 76.72% stake in GrandVision N.V. from HAL on July 1, 2021. As on July 1, 2021, the acquisition of 76.72% stake, envisaged by Block Trade Agreement, has been completed at a cash purchase price equal to €28.42 per share. As of September 7, 2021, EssilorLuxottica Société anonyme acquired an additional 6.6% stake representing 16.9 million, resulting stake increase to 83.4% stake in GrandVision. EssilorLuxottica will submit the bid document for the takeover bid to the Dutch Authority for Financial Markets (AFM) no later than September 23, 2021.

Jacques-Philippe Gunther, Frédéric Pradelles, Lindsey Champlin, Mathilde Saltiel, Michael Egge, Farrell Malone, and Jonathan Parker of Latham & Watkins LLP (Paris) and Bonelli Erede Pappalardo Studio Legale acted as legal advisors to EssilorLuxottica. Michel Quéré, Ludovic Geneston, Wouter Jongen and Anton Louwinger of Hogan Lovells acted as legal advisors to the banks on the financing of the acquisition of GrandVision by EssilorLuxottica. Louis de Longeaux and Bruno Knadjian of Herbert Smith Freehills Paris LLP and Björn van der Klip, Rein van Helden, Jeroen Smits, Pieter Schutte, Paul Vestering and Derk Lemstra of Stibbe acted as legal advisors to EssilorLuxottica. Sullivan & Cromwell LLP acted as legal advisor to EssilorLuxottica Société anonyme. BNP Paribas SA acted as the financial advisor to EssilorLuxottica Société anonyme. Klaas de Vries and Valentine Snijder of De Brauw Blackstone Westbroek NV acted as legal advisor for GrandVision. ING Corporate Finance acted as financial advisor to GrandVision N.V. Björn van der Klip of Stibbe acted as legal advsior for EssilorLuxottica. EssilorLuxottica availed itself of the advice of Citigroup Global Markets Europe AG as financial advisor.