Merger in the Making

Luxottica Group S.p.A. (Milan, Italy) announced that Cole National Corp. (Twinsburg, Ohio) stockholders have approved the amended merger agreement between Luxottica Group and Cole National for a cash purchase price of $27.50 per share.

Votes cast yesterday showed 99.5 percent of Cole National's shares voting in favor of the proposal, representing 78 percent of the company's outstanding shares. The deal is for the company's 3000-unit optical chain, which includes Sears Optical, BJ's Optical Department, Target Optical and Pearle Vision stores.

An ongoing battle to acquire the eyewear retailer has been raging since January when the company announced a merger agreement with Luxottica, pursuant to which Luxottica would acquire Cole National. In April, Moulin International Holdings Ltd. (Hong Kong), submitted an unsolicited offer to acquire Cole National at a price of $25 per share in cash, just days before Cole's stockholders were to meet and discuss the Luxottica merger. Cole then amended its offer, offering shareholders a higher share price.

The transaction remains subject to compliance with U.S. antitrust clearance requirements and other company conditions. Therefore, the deal is not expected to be closed before Sept. 30, 2004.