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Latest News and Press releases from the optical industry

                                                             

Page 2    

Latest Optical news / News + Press Releases

Tuesday, 01. May 2012


FOR IMMEDIATE RELEASE


MEDIA RELEASE

ONTARIO'S OPTICIANS REACT TO CBC'S MARKETPLACE PROGRAM ON EYEWEAR


(February 27, 2012; Thornhill):The Ontario Opticians Association (OOA) was shocked by the standard ofi investigative journalism demonstrated by the

 CBC's Marketplace Program"Framed" that was broadcast last Friday evening. No one from the OOAor from the opticianry profession was contacted by

 Marketplace. Neither did Marketplace explain why Internet dispensing of prescription eyewear is illegal in Ontario and in most of North America. Nor did the

 program make any balanced attempt to explainthe price differentials referred to during the program.

Lorne Kashin, OOA President explained: "Dispensing prescription eyewear is what is called a"controlled act" under Ontario law. This means, based on the

 best expert advice, the Government of Ontario (not the opticianry profession) determined that a substantial risk of harmexists for patients if their eyewear is

 dispensed by unqualified or unregulated individuals. In Ontario, as in most jurisdictions, prescription eyewear may legally be dispensed only byOpticians,

 Optometrists and Physicians/Ophthalmologists based on a valid prescription from an Optometrist or Physician. Eyewear dispensed over the Internet rarely

 if ever involves an Optician, Optometrist or Ophthalmologistwho is registered, and thereby qualified and authorized to dispense, in Ontario."


The OOA is working with othernational and provincial associations and regulatory bodies to analyze trends in Internet dispensing of eyewear and to develop

 strategies to protect the public from harm.

One of the major complaints from OOA members is the number of times they are asked to correct eyewear that has been dispensed over the Internet. In a

substantial number of cases, the eyewear can not be fixed and in many cases eyewear dispensed over the Internet could easily have caused the owner

significant harm.


"It surprised us that the program would give so much prominence and credibility to a disgraced, former registered Optician and refer to him as an "industry

insider". We wonder if the CBC reporter took the time to review his bizarre testimony and incredible statements during the legal proceedings that led to his

 conviction, substantial fines and jail sentence. Was the CBC aware, for example, that his dog was one of the owners of his companies?"


– Rachel Hill-Campbell, ROand OOA Board Member.


The pricing differentials"exposed" by the CBC are easily justified. In many cases, individuals are prepared to pay a premium for high-end brand names; that

 is simply a matter of client preference. The selection and fitting of lenses involves many tasks, some of which are highly technical and nearly all of which

 require face-to-face interaction with the patient. Variables that opticians must deal with include not only the patient's visual acuity and aesthetic preferences,

 but also the patient's facial configuration, the type of work and work duties performed, environmental and lifestyle factors.

 


Kashin concluded: "I can assure everyone that our sector is very competitive and our members do the very best they can to ensure our clients get qualit

y eyewear that addresses their vision requirements at the best prices available."



The Ontario OpticiansAssociation is the voluntary professional Association for registered Opticians practising in Ontario.The OOA is affiliated with the

 Opticians Association of Canada.

Contacts: Lorne Kashin 905-709-4141

http://www.ontario-opticians.com/Ont...eb 27 2012.pdf
 

 



  1. Coastal Contacts Adds 10,000 New Eyeglasses Customers in a Single Day


    COASTAL CONTRACTS INC


    CSOAF | 11/3/2010 3:46:53 PM


    VANCOUVER, British Columbia, Nov 3, 2010 (GlobeNewswire via COMTEX News Network) --


    Coastal Contacts Inc. (TSX:COA) (Stockholm:COA) ("Coastal Contacts" or "Coastal"), the leading online retailer of contact lenses and prescription eyeglasses, today provided an eyeglasses update that during a single twelve hour period in October, 2010 Coastal generated orders for more than ten thousand pairs of eyeglasses from new customers.

    "Coastal's eyeglasses sales results in October highlighted some remarkable progress, which is unprecedented in the eyeglasses industry," stated Roger Hardy, Coastal's Founder and CEO. "Our strategy of rolling out the eyeglasses offering on a targeted geographical basis resulted in Coastal receiving more than ten thousand orders for eyeglasses in a single twelve hour period from the Canadian market alone. More than 50% of the orders during this period were for Coastal's private label brands, reinforcing our ability to sell high margin products which customers appreciate for value, quality and style.

    We believe this order volume equals the daily sales volume of up to a thousand traditional optical stores and approximately 30% of the eyeglasses market in Canada on a typical day, a significant milestone for any company as it endeavors to reach critical mass in a market.

    Orders for eyeglasses at one point exceeded 188 per minute. Our experience suggests that thousands of these new customers will return in the future to again experience the savings and convenience of ordering eyeglasses and contact lenses through our web store.

    We intend to continue the roll out of our eyeglasses offering throughout North America on a targeted basis in the upcoming year and will provide updates in the future."


    http://www.stockhouse.com/news/USRel...aspx?n=7935733

 

 

 

 

 


  1. Kibbutz Shamir and Essilor Sign Agreement

    Posted on: Friday, 15 October 2010, 01:35 CDT



    KIBBUTZ SHAMIR, Israel and CHARENTON-LE-PONT, France,Oct. 15 /PRNewswire-FirstCall/ -- Shamir Optical Industry Ltd. (Nasdaq: SHMR) ("Shamir Optical"), Kibbutz Shamir and Essilor International (NYSE Euronext: EI) ("Essilor") today announced that they have signed an agreement whereby Essilor will, through a series of transactions, acquire 50% of Shamir Optical. As a result of these transactions, Kibbutz Shamir and Essilor will each own 50% of Shamir Optical.

    Headquartered in Kibbutz Shamir, Israel, Shamir Optical is a fast growing provider of innovative products and technology to the ophthalmic lens industry. Shamir Optical reported 2009 revenues of $142 million, generated mainly in Europe and the United States, and has approximately 1,400 full-time employees.

    Amos Netzer, Chief Executive Officer of Shamir Optical commented, "This venture places Shamir Optical in a position to accelerate the development of new products and to strengthen its presence in the market place by using Essilor's R&D capabilities, notably in coatings, and its worldwide distribution network. The transaction will create synergies and provide Shamir Optical with additional resources to invest in its development."

    Hubert Sagnieres, Essilor's Chief Executive Officer said, "This joint venture represents a strategic addition to Essilor's business and will strengthen our offer to the mid-tier segment with additional high-quality products. Shamir Optical's range of products fits closely with Essilor's. Thanks to our existing network, respective expertise and the potential for vertical cost synergies, our partnership will allow us to grow the worldwide optical business with innovative, new value-added products and services and to expand our offer to eyecare professionals around the world. Shamir Optical will continue to produce and promote its brands, products and services as a separate business entity."

    Under the planned transaction, Shamir Optical will be delisted from the Nasdaq Global Market and the Tel Aviv Stock Exchange through a merger with a wholly owned subsidiary of Essilor by which all shareholders other than Kibbutz Shamir will receive cash for their shares. Essilor will simultaneously acquire for cash additional shares directly or indirectly from Kibbutz Shamir in order to reach 50% of Shamir Optical. The price offered for each transaction is $14.50 per Shamir Optical share. This price, together with the dividend of $0.804 payable to Shamir Optical shareholders of record on 8th November 2010, represents a total value of $15.30 per share, corresponding to a 57% premium over the last 90 day average closing share price on Nasdaq of $9.75. The transaction will represent a cash investment of $130 million for Essilor, to be fully financed using Essilor's existing committed credit facilities.

    Shamir Optical's Board of Directors and its Audit Committee have unanimously approved the terms of the proposed transaction and Shamir Optical's Board of Directors has recommended it to Shamir Optical Shareholders. Certain shareholders representing approximately 69.3% of Shamir Optical's outstanding capital, including Kibbutz Shamir, have signed support agreements committing to vote in favour of the transaction at the special meeting of shareholders that will be called to approve the transaction.



    Under the terms of the agreements between Essilor and Kibbutz Shamir, the existing management team of Shamir Optical will remain in place.

    The transaction, which is subject to regulatory approvals, rulings, the approval of Shamir Optical's shareholders in accordance with Israeli law and the approval of the district court of Nazareth, Israel, is expected to close in mid 2011.

    The Merger Agreement contains certain termination rights for both Essilor and Shamir Optical and further provides that, upon termination of the Merger Agreement under specified circumstances, Shamir Optical may be required to pay Essilor termination fees of $11 million.

    Shamir Optical expects to send its shareholders a shareholder information statement and proxy materials in connection with the meeting at which Shamir Optical's shareholders will be asked to approve the proposed merger. Shamir Optical's shareholders are urged to read the shareholder information statement and proxy materials, when they become available, because they will contain important information (see below, "Where You Can Obtain Further Information").

    Essilor will fully consolidate Shamir Optical upon closing. Based on current estimates, the transaction is expected to be accretive to Essilor's earnings per share as of 2011 (before impact of the purchase price allocation).

    This news release is provided for information purposes only and does not constitute an offer to purchase any security, nor is it a solicitation of any vote or approval in any jurisdiction.
    Shareholders of Shamir Optical should be aware that the consummation of the merger proposal is subject to various conditions, including the requisite shareholder vote described above, and therefore the merger proposal may not be consummated. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, attorney or other professional advisers.

    Where You Can Obtain Further Information
    Details of the merger proposal will be contained in a document (the "Information Statement ") to be mailed to the shareholders of Shamir Optical in due course. In addition, since the merger proposal constitutes a "going private transaction" subject to the requirements of Rule 13e-3 under the U.S. Securities Exchange Act of 1934, a Schedule 13E-3 will be filed as required with the United States Securities and Exchange Commission (the "SEC"). All shareholders are urged to read the Schedule 13E-3, the Information Statement and any other definitive materials accompanying those documents before casting any vote at (or providing any proxy for) the special meeting of the shareholders. Shareholders may obtain such documents free of charge when they are furnished to the SEC and become available at the Web site maintained by the SEC (http://www.sec.gov).

    About Shamir Optical
    Shamir Optical is a leading provider of innovative products and technology to the spectacle lens market. Shamir Optical's leading lenses are marketed under a variety of trade names, including Shamir Creation(TM), Shamir Piccolo(TM), Shamir Office(TM), Shamir Autograph(TM), Shamir Attitude(TM) and Shamir Smart(TM). Shamir Optical is one of the world's preeminent research and development teams for progressive lenses, molds, and complementary technologies and tools. Shamir developed software dedicated to the design of progressive lenses. This software is based on Shamir Optical's proprietary mathematical algorithms that optimize designs of progressive lenses for a variety of activities and environments. Shamir Optical also has created software tools specifically designed for research and development and production requirements, including Eye Point Technology software, which simulates human vision.

 

 

 

 

 

 

 


Online eyeglasses sales giant sells 60,000 pairs in

 2nd quarter 2010

VANCOUVER, British Columbia, Jun 14, 2010

 –The Canada’s online optical sales giant  Coastal Contacts Inc today announced today that in the not-so-far future, the sales of online eyeglasses will outnumber the sales of contacts, in its financial results for the second fiscal quarter, period ended April 30, 2010. This is an exciting result in the time of economic downturn.

According to the report, sales of eyeglasses grew to $4.7 million (net of returns and cancellations) an increase of 136% over the same period in 2009. Sales in Canada grew 43% during the six months ended April 30, 2010. Sales in the United States grew 32% during the six months ended April 30, 2010 and 55% when excluding the effects of foreign exchange rate fluctuations.

Mr. Roger Hardy, Coastal’s President and CEO, commented, “Coastal continues to demonstrate organic growth in the contact lens category in key markets around the world, particularly in Canada and the United States. Our commitment to providing the highest level of customer service is resulting in a growing number of repeat orders and is increasing the life time value of our customer database. The eyeglasses category is experiencing rapid growth, again mainly in North America, and given the overall size of the global market, we believe has the potential to eventually become a larger business than Coastal’s contact lens business.

In approximately two years we have built a significant eyeglasses business that culminated in over 60,000 pairs of eyeglasses being shipped during the quarter and $4.7 million in sales, predominantly in North America. This quarter’s operating results are consistent with the financial model we used to establish our $20 million eyeglasses sales goal this year. We are significantly expanding the capacity of our North American eyeglasses facility to address consumer demand.”

Coastal noted the following operational highlights during the second fiscal quarter 2010:

–  Coastal reported that the Ministry of Health in British Columbia

modernized the regulations regarding the ability of consumers to

purchase contact lenses and eyeglasses on the Internet, making vision

care products more affordable and accessible.

 

–  Coastal secured a $5 million revolving line of credit from the Bank of

America, bringing the total cash accessible from existing credit

facilities to $8.5 million, none of which had been drawn at April 30,

2010.

Above results of sales by Coastal partially attribute to the deregulation of online optical sales by BC government which is the first regional government to announce the rules from government’s perspectives.

 


  1.  Latest Rumor............................

    According EOH this morning,............................. Zeiss will cut off lens deliveries to Essilor owned labs as of July 1.


    check it out at: http://www.eyeoverheard.com/

 


To see the whole document

 

NOUVEAU VISION, INC., on behalf of itself )  

    vs       TRANSITIONS OPTICAL, INC., ESSILOR

 ) OF AMERICA, INC., and

 ESSILOR ) LABORATORIES OF AMERICA, INC., )

 and all others similarly situated, )

 

JURY TRIAL DEMANDED


 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 1 of 26

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON

NOUVEAU VISION, INC., on behalf of itself )
and all others similarly situated, )

) No.

Plaintiff, )

) CLASS ACTION COMPLAINT

  1. )

)

TRANSITIONS OPTICAL, INC., ESSILOR ) JURY TRIAL DEMANDED

OF AMERICA, INC., and ESSILOR )

LABORATORIES OF AMERICA, INC., )

)
Defendants. )

--------------------------~)

Nouveau Vision, Inc. ("Plaintiff'), on behalf of itself and all others similarly situated,
brings this action under the federal antitrust laws, Sections 1 and 2 of the Sherman Antitrust Act.
15 US.C.
§§ 1,2. The allegations herein are made on information and belief, except those as to
Plaintiff, which are made on personal knowledge.

NATURE OF THE ACTION

1. This action arises out of Defendants' and their eo-conspirators' longstanding

conspiracy to monopolize the market for the development, manufacture and sale of
pho
tochromic treatments for corrective ophthalmic lenses. Corrective ophthalmic lenses are
used in e
yeglasses to correct vision defects. Consumers of corrective ophthalmic lenses may

purchase those lenses with a photo chromic treatment to protect their eyes from ultraviolet

CLASS ACTION COMPLAINT - 1

 

BYRNES • KELLER • CROMWELL u.
38TH FLOOR

1000 SECOND AVENUE

SEA'I'I'LE, WASHINGTON 98104

(206) 622-2000


Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 2 of 26

1 ("VV") light, which is found in sunlight. Lenses with photochromic treatments ("photochromic

2 lenses") darken when exposed to UV light, and fade to clear when removed from DV light.

3

 

2.

 

Beginning no later than 1999 and continuing through early March of 2010, and

4 perhaps thereafter, Defendants and their eo-conspirators engaged in unfair methods of

5 competition that foreclosed key distribution channels for existing rivals and impeded market

6 entry by potential rivals into the market for photo chromic treatments. Defendants and their co-

7 conspirators engaged in acts and practices that collectively had the effect of improperly

8 maintaining Transitions' monopoly power and unreasonably restraining trade in that market.

9 JURISDICTION AND VENUE

10

 

3.

 

The claims set forth in this Complaint arise under Section 2 of the Sherman

11 Antitrust Act (15 V.S.C. § 2). Plaintiff seeks treble damages pursuant to Section 4 of the

12 Clayton Act (15 U.S.c. § 15(a)).

13

 

4.

 

The jurisdiction of this Court is founded on Sections 4 and 12 and of the Clayton

14 Act (15 V.S.C. §§ 15(a) and 22), and on 28 V.S.C. §§ 1331 and 1337.

15

 

5.

 

Venue is proper in this District pursuant to Sections 4 and 12 of the Clayton Act

16 (15 U.S.c. §§ 15(a) and 22) and 28 U.S.C. § 1391(b) and (c) in that Defendants are located in,

17 licensed to do business in and/or do business in this District, and a substantial part of the events

18 or occurrences giving rise to the claims alleged occurred in this District.

19 PARTIES

20

 

6.

 

Plaintiff Nouveau Vision, Inc., is a corporation organized under the laws of the

21 state of Washington, with its principal place of business in Redmond Washington. During the

22 Class Period, Plaintiff purchased photo chromic lenses directly from Defendant Essilor of

23 America, Inc.

24

 

7.

 

Defendant Transitions Optical, Inc. ("Transitions"), is a Delaware corporation

25 with its principal place of business in Pinellas Park, Florida. Transitions is ajoint venture

26 between PPG Industries Inc. ("PPG"), which owns 51 percent of Transitions, and Essilor

CLASS ACTION COMPLAINT - 2

 

BYRNES • KELLER • CROMWELL UoP
88TH FLOOR

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622·2000


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 3 of 26

1 International SA ("Essilor International"), the parent company of defendant Essilor of America,

2 Inc., which owns 49 percent of Transitions. Transitions is the nation's largest manufacturer and

3 seller of photochromic treatments, accounting for at least 80 percent of all such sales during the

4 last five years, and more than 85 percent of such sales in 2008.

5

 

8.

 

Defendant Essilor of America, Inc. ("Essilor of America"), is a Delaware

6 corporation with its principal place of business in Dallas, Texas. EssiIor of America is a wholly-

7 owned subsidiary ofEssilor International, a'French corporation that is one of the world's largest

8 lens manufacturers. Essilor of America sells more lenses than any other manufacturer in the

9 United States. In recent years, Essilor International has consolidated and expanded its interests

10 in the United States.

11

 

9.

 

Defendant EssiIor Laboratories of America, Inc. ("Essilor Labs"), is a North

12 Carolina corporation with its principal place of business in Dallas, Texas. Essilor of America

13 and/or Essilor Labs own majority shares in numerous laboratories that sell photo chromic lenses

14 at the wholesale level throughout the United States, including one Jorgenson Optical Supply

15 Company in this district. Essilor of America and Essilor Labs are collectively referred to as the

16 EssiIor Defendants.

17

 

10.

 

In 2008, Essilor International's worldwide revenues were $3 billion, with 41.3

18 percent (approximately $1.27 billion) of those revenues generated in the United States, through

19 its United States interests, including Defendants and their eo-conspirators.

20 CO-CONSPIRATORS

21

 

11.

 

Co-conspirators John Does 1-150 ("John Doe Co-Conspirators") are laboratories

22 that sell Transitions photo chromic lenses at the wholesale level and, to the extent that is relevant

23 to this case, are controlled by the Essilor Defendants. See Ex. A (Essilor 2008 Registration

24 Document), at 139-40. Plaintiff cannot determine the identities of all of those laboratories from

25 records that are available to the general public, but anticipates doing so pursuant to discovery in

26 this action.

CLASS ACTION COMPLAINT - 3

 

BYRNES • KELLER • CROMWELL •.•. ,
38TH FLOOR

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622-2000


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 4 of 26

1
2

 

12.

 

INTERSTATE TRADE AND COMMERCE

Throughout the Class Period, Defendants and the John Doe Co-Conspirators

3 manufactured, produced, sold and/or shipped substantial quantities of Transitions lenses in a

4 continuous and uninterrupted flow of transactions in interstate commerce throughout the United

5 States, including within this District. Defendants' unlawful activities that are the subject of this

6 Complaint were within the flow of, and have had a direct and substantial effect on, interstate

7 trade and commerce.

8 FACTUAL BACKGROUND

9 Distribution of Eyeglass Lenses

10
11
12
13

14
15
16

17

 

13.

America.

14.

15.

 

The distribution of ophthalmic lenses generally includes three stages. Lens

Essilor of America is the dominant lens caster in the United States, and owns at

Lens casters sell lenses to wholesale prescription optical laboratories

18

 

("Prescription Labs"). Prescription Labs grind lenses according to prescriptions from eye-care

19
20
21
22
23
24
25
26

 

16.

 

Certain Prescription Labs are owned by, controlled by or otherwise integrated

CLASS ACTION COMPLAINT - 4

 

BYRNES·KELLER·CROMWELL~
38TH FLOOR

1000 SECOND AVENUE

SEATTLE. WASHINGTON 98104

(206) 622-2000

 


 

 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 5 of 26

1 optician services) services. Yet other Prescription Labs, including Plaintiff, operate independent

2 of any lens caster or retailer.

3

 

17.

 

During the period relevant to this Complaint, Essilor Labs has owned numerous

4 Prescription Labs throughout the United States, and acquired complete or majority ownership in

5 at least 30 Prescription Labs between 2006 and 2008.

6

 

18.

 

Photochromic lens suppliers, such as Transitions, use Prescription Labs and their

7 sales forces to market their lenses because Prescription Labs are the most efficient means to

8 communicate with the tens of thousands of independent eye-care practitioners who prescribe

9 photo chromic lenses.

10
11
12

 

19.

20.

 

Eye-care practitioners and retail chains sell finished eyeglasses to consumers.

Photochromic Lenses

Transitions treats ophthalmic lenses with photochromic treatments. Transitions

13 deals directly with lens casters only, as dealing with Prescription Labs or retailers would be

14 inefficient. Lens casters provide Transitions with untreated lenses, to which Transitions applies

15 photo chromic materials.

16

 

21.

 

Transitions sells photo chromic lenses back to the lens casters from whom it

17 received them, after which they are distributed via the above-referenced distribution chain.

18 Transitions' Exclusionary Practices at the Lens Caster Level

19

 

22.

 

During the period relevant to this Complaint, Transitions, through exclusive

20 dealing arrangements with lens casters, including written agreements, foreclosed its competitors

21 from dealing with those lens casters, which collectively accounted for over 80 percent of

22 photo chromic lens sales in the United States.

23

 

23.

 

Transitions maintained its dominance by exclusionary policies at nearly every

24 level of the photo chromic lens distribution chain.

25

 

24.

 

At the lens caster level - the only effective distribution channel for photochromic

26 treatments - Transitions' anti competitive polices included, but were not limited to: (1) adopting

CLASS ACTION COMPLAINT - 5

 

BYRNES • KELLER • CROMWELL .•. ,
S8THFLOOR

1000 SECOND AVENUE

SEATTLE. WASHINGTON 98104

(206) 622-2000


 

Case 2: 1 O-cv-00547 -JCC Document 1

 

Filed 03/30/2010 Page 6 of 26

1 and announcing a general policy that it would not deal with lens casters that sold or promoted

2 any competing photo chromic lens; (2) exclusive agreements with certain lens casters, including

3 Essilor of America; (3) threatening to terminate its dealings with lens casters that would not sell

4 Transitions' lenses on an exclusive basis; and (4) terminating a lens caster that developed a

5 competing photo chromic treatment.

6

 

25.

 

Transitions made its intentions clear in 1999, when a rival, Coming Inc.

7 ("Corning") introduced a competitive photochromic lens product, SunSensors. Transitions

8 responded to the competitive threat by terminating the first lens caster to sell SunSensors lenses,

9 Signet Armorlite, Inc.1 ("Signet").

10

 

26.

 

Transitions thereafter refused to deal with any lens caster that sold or promoted a

11 competing photochromic lens. Transitions enforced that exclusionary policy by, among other

12 things, entering into agreements with certain lens casters that expressly require exclusivity, and

13 by publicizing its exclusive dealing policy in the marketplace.

14

 

27.

 

For example, in 2005 when lens caster Vision-Ease Lens ("Vision-Ease")

15 introduced its own brand of photo chromic lenses, LifeRx, Transitions refused to deal with

16 Vision-Ease. Vision-Ease was able to keep its LifeRx product on the market only by entering

17 into secret negotiations with one of the largest optical retailers in the United States, who

18 committed to providing Vision-Ease with enough business to replace its lost Transitions sales.

19

 

28.

 

Transitions' exclusionary policies at the lens caster level effectively precluded

20 even those lens casters that have not signed exclusivity agreements with Transitions from dealing

21 with Transitions' competitors, as those lens casters were aware of Transitions' policy.

22

 

29.

 

Because of Transitions' dominant market position and its exclusivity demands,

23 lens casters were faced with: (1) losing Transitions' business, which accounted for at least 40

24 percent of most lens casters' revenues, or (2) endangering their sales of clear lenses, as many

25

26

 

1 Consistent with Defendants' general practice, Essilor International permanently removed
Signet as a competitive threat recently, when EOA Holding Co., Inc., a wholly-owned subsidiary
ofEssilor International, purchased Signet. See Ex. B (Essilor press release, Jan. 15,2009).

CLASS ACTION COMPLAINT - 6

 

BYRNES • KELLER • CROMWELL LLP
38TH FLOOR

1000 SECOND AVENUE

SEA'ITLE, WASHINGTON 98104

(206) 622-2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 7 of 26

1 retailers and Prescription Labs prefer to buy both clear and photo chromic versions of the same

2 lenses. Losing the ability to sell Transitions lenses to those Prescription Labs and retailers -

3 many of whom have their own exclusivity agreement with Transitions - would deprive any

4 affected lens caster of substantial numbers of potential customers.

5

 

30.

 

Lens casters that are exclusive to Transitions collectively account for over 85

6 percent of photo chromic lens sales in the United States:

7

 

31.

 

Through its contracts and policies, Transitions has deprived Coming and other

8 rival and potential rival photo chromic treatment suppliers of the most effective distribution

9 channel-lens casters - thereby removing them as a competitive threat to Transitions' monopoly

10 and effectively deterring such firms from investing in research and development to improve the

11 photochromic products on the market today.

12

 

32.

 

Lens casters who might have otherwise developed their own photochromic

13 treatments have learned from the Vision-Ease experience that they cannot do so absent a

14 commitment from a large optical retailer to carry the resulting products. Since Transitions

15 terminated Vision-Ease for introducing LifeRx in 2005, no other lens caster has introduced a

16 new line of photo chromic lenses in the United States.

17 Transitions' Exclusionary Practices at the Prescription Lab Level

18

 

33.

 

At least half of all Prescription Labs in the United States - including labs owned

19 by the Essilor Defendants - are owned by lens casters that sell only Transitions' photo chromic

20 lenses, thereby substantially eliminating access to those labs for rival photo chromic treatment

21 suppliers.

22

 

34.

 

So as to limit its competitors' access to independent Prescription Labs as a

23 distribution channel, Transitions has entered into agreements with over 100 Prescription Labs,

24 including 23 of the 30 largest independent Prescription Labs, requiring that those Prescription

25 Labs sell Transitions' lenses as their preferred photochromic lens, and minimize their promotion

26 of competing photo chromic lenses.

CLASS ACTION COMPLAINT - 7

 

BYRNES • KELLER • CROMWELL ~.
88TH FLoOR

1000 SECOND AVENUE

SEA'ITLE. WASHINGTON 98104

(206) 622-2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 8 of 26

35. Transitions' exc1usionary Prescription Lab agreements, combined with its

2 agreements with lens casters that own over half of the Prescription Labs in the United States,

3 minimize the ability of Transitions' rivals to promote and sell their photochromic lenses to

4 independent eye-care practitioners (i.e., practitioners unaffiliated with retail chains).

5 Transitions' Exclusionary Practices at the Optical Retailer Level

6

 

36.

 

Transitions also directed its exclusionary practices at Prescription Labs and

7 optical retailers via: (1) long-term exclusionary agreements with most major retailers; (2)

8 agreements with Prescription Labs requiring that they promote Transitions' lenses as their

9 preferred photo chromic lens and strictly limit their sales efforts for competing photochromic

10 lenses; and (3) offering discounts only to retailers who sold extremely high percentages of

11 Transitions' photo chromic lenses, as compared to Transitions' competitors.

12

 

37.

 

These agreements foreclosed downstream outlets for photo chromic lenses and

13 created significant barriers to entry to rival photo chromic treatment suppliers.

14

 

38.

 

Large optical retailers are one of the most efficient channels of distribution for

15 photochromic lenses to consumers. After terminating Vision-Ease for developing and selling a

16 competing photo chromic lens, Transitions entered into exclusive contracts with over 50 optical

17 retailers, including many of the largest retail chains. Most of these exclusive agreements were

18 long-term and included provisions making termination onerous.

19

 

39.

 

Transitions' actions effectively excluded Vision-Ease, other rivals and potential

20 rivals from an efficient distribution channel.

21

 

40.

 

Transitions' conduct minimized the effect of Vision-Ea se's entry into the market,

22 deterred potential competitors from attempting to enter the market and effectively prevented

23 Vision-Ease or any other rival photo chromic suppliers from restraining Transitions' exercise of

24 monopoly power.

25
26

. CLASS ACTION COMPLAINT - 8

 

BYRNES • KELLER • CROMWELL u.>
38THFLOoll

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(Z06) 622-2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 9 of 26

1
2

 

41.

 

Transitions' Anticompetitive Bundled Discounts

Transitions' agreements with Prescription Labs and optical retailers generally

3 provide for discounts only to customers who purchase all or almost all of their photochromic lens

4 needs from Transitions.

5

 

42.

 

No other photo chromic treatment supplier has a treatment that applies to a full

6 line of ophthalmic lenses. Transitions' discount structure thus impairs its competitors' ability to

7 compete for sales to those customers, as those customers can neither discontinue nor limit their

8 sales of Transitions' products.

9

 

43.

 

Transitions' bundled discount arrangements erect a significant entry barrier by

10 limiting the ability of rival photochromic treatment suppliers to enter the market with new

11 photo chromic treatments suitable for anything less than a full line of lenses. Those arrangements

12 also strengthen the barriers to entry erected by Transitions' policy of requiring that lens casters

13 deal exclusively with Transitions.

14

 

44.

 

Transitions' exclusionary practices in dealing with Prescription Labs and optical

15 retailers foreclose its rivals, in whole or in part, from substantial shares of the photo chromic lens

16 market at those levels.

17 Essilor Defendants' Conspiracy

18

 

45.

 

At all relevant times, Essilor of America purchased and sold no photochromic

19 lenses other than Transitions' photochromic lenses. However, unlike other lens casters that

20 entered into exclusive agreements with Transitions, Essilor of America did so in whole or in

21 substantial part to bolster Transitions' monopoly in the relevant market.

22

 

46.

 

Essilor of America also entered into exclusive agreements with multiple

23 Prescription Labs and optical retailers, which required those purchasers to sell and/or actively

24 promote only Essilor lenses. A necessary result of those agreements was to bolster Transitions'

25 monopoly in the relevant market.

26

CLASS ACTION COMPLAINT - 9

 

BYRNES + KELLER • CROMWELL ~
38TH FLOOR

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622.2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 10 of 26

1

 

47.

 

At all relevant times after their purchase by one or more of the Essilor

2 Defendants, the John Doe Cc-Conspirators purchased and sold Transitions photochromic lenses

3 on a substantially exclusive basis. However, unlike other Prescription Labs that entered into

4 exclusive agreements with Transitions, the John Doe Co-Conspirators did so in whole or in

5 substantial part to bolster Transitions' monopoly in the relevant market.

6 FTC Action Against Transitions

7

 

48.

 

On March 3, 2010, the Federal Trade Commission ("FTC") accepted for public

8 comment an Agreement Containing Consent Order to Cease and Desist with Transitions.

9

 

49.

 

The FTC concurrently released a proposed complaint against Transitions (the

10 "FTC Complaint") and the Decision and Order (the "Order") that resulted from its investigation.

11
12

 

50.

 

(a)

 

a relevant market for the development, manufacture and sale of

13 photochromic treatments for corrective ophthalmic lenses (the "Photo chromic Treatment

14
15
16
17
18

 

 

Market");

(b)

(c)

Cd)

Market;

(e)

 

there are no close substitutes for photochromic lenses;

Transitions has monopoly power in the Photo chromic Treatment Market;
there are significant barriers to entry into the Photochromic Treatment

20 power in the Photochromic Treatment Market; and

21

 

(t)

 

the anticompetitive effects of Transitions' conduct include: (1) increasing

22 the prices and reducing the output of photochromic lenses; (2) deterring, delaying and impeding

23 the ability of Transitions' actual or potential competitors to enter or to expand their sales in the

24 Photo chromic Treatment Market; (3) reducing innovation; and (4) reducing consumer choice

25 among competing photochromic lenses.

26

 

51.

 

Among other things, the Order:

CLASS ACTION COMPLAINT - 10

 

BYRNES • KELLER • CROMWELL u.
38TH FLOOR

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622-2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 11 of 26

1

 

(a)

 

prohibits Transitions from entering into any agreements or adopting any

2 policies that limit its customers' ability to buy or sell competing photo chromic treatments, or that

3 require customers to give Transitions' products preferential treatment as compared to its

4 competitors' products;

5

 

(b)

 

prohibits Transitions from entering into exclusive agreements relating to

6 photo chromic lenses, or a number of related products and services;

7

 

(c)

 

prohibits Transitions from offering discounts that are based on the degree

8 to which its customers sell Transitions' photochromic lenses as compared to its competitors;

9

 

(d)

 

prohibits Transitions from offering discounts that are applied retroactively

10 after a customer's sales reach a specific threshold; and

11

 

(e)

 

prohibits Transitions from bundling discounts such that customers

12 purchasing more than one line of photo chromic lenses obtain additional discounts.

13 RELEVANT MARKET

14

 

52.

 

The relevant market is the development, manufacture and sale of photochromic

15 treatments for corrective ophthalmic lenses in the United States - the Photo chromic Treatment

16 Market.

17

 

53.

 

Photo chromic lenses have characteristics and uses distinct from those of clear

18 corrective ophthalmic lenses, polarized lenses (which are designed to remove glare), and fixed-

19 tint lenses (prescription sunglasses).

20

 

54.

 

There are no close substitutes for photochromic lenses, and no other product

21 significantly constrains the prices of photochromic lenses.

22

 

55.

 

In 2008, photo chromic lenses represented approximately 19 percent of all

23 corrective ophthalmic lenses sold in the United States, totaling approximately $630 million in

24 sales at the wholesale level.

25
26

CLASS ACTION COMPLAINT - 11

 

BYRNES • KELLER • CROMWELL u.P
38TH FLOOl!

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622-2000

 


 

 

Case 2:1 0-cv-00547-JCC Document 1

 

Filed 03/30/2010 Page 12 of 26

 

.. ,

TRANSITIONS HOLDS MONOPOLY POWER IN THE RELEVANT MARKET

2

 

56.

 

Transitions possesses monopoly power in the relevant market. Transitions'share

3 of the relevant market has been at least 80 percent during each of the past five years. In 2008,

4 Transitions' market share was over 85 percent.

5

 

57.

 

Significant and lasting barriers make entry into the relevant market difficult.

6 These barriers include, but are not limited to: (i) product development costs; (ii) capital

7 requirements; (iii) intellectual property rights; (iv) regulatory requirements; and (v) Transitions'

8 unfair methods of competition.

9

 

58.

 

Transitions' monopoly power is also reflected by its ability to exclude

10 competitors and to control prices. The indicia of Transitions' monopoly power include, but are

11 not limited to, Transitions' ability to: (i) coerce lens casters to accept exclusive dealing

12 arrangements; (ii) price its products without regard to its competitors' prices; (iii) impose

13 significant price increases; and (iv) withhold a desired product - a low-priced, private label

14 photochromic lens - from consumers in the United States, even though Transitions supplies it in

15 other markets.

16 CLASS ACTION ALLEGATIONS

17
18
19
20
21
22

23
24
25

 

59.

60.

 

Plaintiff brings this action as a class action pursuant to Federal Rules of Civil

All persons or entities that purchased Transitions lenses directly
from Defendants or any of the John Doe Co-Conspirators at any
time during the four years preceding the date of this Complaint
(the "Class Period"). Excluded from the Class are Defendants and
their subsidiaries, parents, or affiliates, Defendants' eo-
conspirators, whether or not named as a Defendant in this
Complaint
, and government entities.

The Class is individually so numerous that joinder of all members is

26 impracticable. While the exact number of members of the Class is unknown to Plaintiff at this

CLASS ACTION COMPLAINT - 12

 

BYRNES • KELLER • CROMWELL u..
38THFLOOll

1000 SECOND AVENUE

SEATTLE, WASHINGTON 98104

(206) 622-2000

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chemical Nano Technology

 

 

Updated Thursday June 09, 2011

 

Essilor of America Launches MyOnlineOptical.com

 

 

Following a Successful Beta Test, Essilor to Provide E-Commerce Solution for All ECPs

 

 

DALLAS – (March 26, 2010) – Essilor of America, Inc., the nation’s leading manufacturer of optical lenses, today announces the launch of its MyOnlineOptical.com e-commerce solution for independent eyecare professionals (ECPs). Following a successful Beta test with a limited number of ECPs, in partnership with FramesDirect.com, Essilor has expanded the availability of the offering which enables ECPs to provide optical products online to their current and future patients. In order to secure the technology and deploy this industry-leading solution to all ECPs, Essilor has acquired a majority stake in FramesDirect.com.

“E-commerce is rapidly emerging in our industry as more consumers enjoy the convenience of online purchasing,” said John Carrier, president, Essilor of America. “However, a solution including the ECP did not exist and our research indicated that most ECPs felt ill-equipped to compete. As long time industry partners, Essilor felt responsible to provide our customers with a solution to meet this challenge.”

“Eyeglass e-commerce is undeniably becoming a reality in today’s ophthalmic industry worldwide,” said Randolph E. Brooks, O.D., American Optometric Association (AOA) president. “We’ve received positive feedback from the Beta test and believe that MyOnlineOptical.com will provide optometrists with an opportunity to compete with online entities by offering additional visual correction solutions, and therefore increase patient retention and promote healthy practice growth.”

Essilor’s MyOnlineOptical.com allows ECPs to add a turnkey e-commerce engine that extends their reach beyond office walls and office hours to 24/7 accessibility. ECPs maintain complete control, determining the product pricing and selection, and preserving the look and feel of their practice Web sites. ECPs can provide patients with up to 100,000 eyeglass options, and keep them from walking out the door to a competitive offering. The MyOnlineOptical.com solution will allow ECPs to offer patients a secure, convenient and robust online purchasing tool for eyewear, while saving on staff time and inventory.

MyOnlineOptical.com has given me a valuable tool to compete in the online global marketplace,” said Kim Castleberry, OD. “My patients like the selection and convenience of purchasing products online and my practice bottom line is enhanced. Moreover, it has not increased my overhead. I’m not sure what the future holds for online optical sales, but I do know I have a tool to compete, thanks to Essilor.”

For more information, go to www.MyOnlineOptical.com. Any comments or questions about this Internet initiative should be addressed to MyOnlineOptical@essilorusa.com.

 


Essilor - 2009 Financial Results

Posted on: Thu, 04 Mar 2010 02:15:00 EST

Symbols: ESLOF, ESLOY, ESSI

 

CHARENTON-LE-PONT, France, March 4, 2010 /PRNewswire via COMTEX/ --

At its meeting yesterday, the Board of Directors of Essilor approved the financial statements

for the year ended December 31, 2009. The financial statements have been audited and the auditors are in the process of issuing an unqualified opinion.  





EUR millions                             2009      2008    % Change



    Revenue                                 3,268   3,074.4     + 6.3%

    Contribution from operations(1)         594.4     551.2     + 7.9%





    As a % of revenue                        18.2%     17.9%        -

    Profit attributable to equity holders   394.0     382.4     + 3.1%

    Restated earnings per share(2) (EUR)     2.03      1.85    + 10.0%

    Reported earnings per share(EUR)         1.91      1.85      +3.2%

    Free cash flow
(3) 390 313 + 24.6% (1) Operating profit before compensation costs of share-based payments, restructuring costs, other income and expense, and goodwill impairment. (2) Restated for the EUR26.1 million provision in 2009 in respect of various risks and tax litigations (3) Net cash from operating activities less purchases of property, plant and equipment and intangible assets, according to the IFRS consolidated cash flow statement.
 

In a recessionary economy, 2009 saw an unprecedented slowdown in the ophthalmic optical market. In this context, Essilor was able to demonstrate the solidity of its growth model and continued to progress in the market by leveraging its innovative products and efficient distribution networks and by stepping up its acquisition strategy.





The year's highlights included:



    - Successful new products, including the new Crizal(R) anti-reflective

      lens, Xperio(TM) polarizing lens, personalized lenses incorporating

      eyecode(TM) technology and the Mr Blue(R) edger.

    - Faster deployment in the mid-range, thanks to a dedicated local

      offering.

    - Entry of 27 new companies into the Company in all regions.

    - Pursuit of productivity gains and operational efficiency.









Dividend

Based on its confidence in the Company's outlook, the Board of Directors will recommend that shareholders at the Annual Meeting on May 11, 2010 approve the payment of a 2009 dividend of EUR0.70 per share, representing a 6.1% increase over the 2008 dividend. The payout ratio increased to 37%. The dividend will be payable as from May 28, 2010.

Outlook

In 2010, the economic environment is expected to be more favourable than in 2009, with a progressive recovery in global activity. The ophthalmic optical market enjoys positive trends, linked to the ageing of the population, the potential of high value-added products and the rise of a middle-class in emerging countries. Backed by the robustness of its business model, demonstrated in 2009, Essilor will step up its strategy of market share gains. 2010 will therefore be a major year for new product launches, geographic expansion and the acceleration of bolt-on acquisitions. Essilor expects a gradual improvement in its revenue and will continue to pursue operational efficiency gains.

Analyst Meeting

A meeting with financial analysts will be held today, March 4, at 10:30 a.m. CET. It will be webcast live in French at http://hosting.3sens.com/Essilor/20100304-47FAFD92/fr/ and in English at http://hosting.3sens.com/Essilor/20100304-47FAFD92/en/.

Forthcoming investor events

First-quarter 2010 report: April 23, 2010

Annual Shareholders' Meeting: May 11, 2010

The world leader in ophthalmic optical products, Essilor International researches, develops, manufactures and markets around the world a wide range of lenses to correct myopia, hyperopia, presbyopia and astigmatism. Its flagship brands are Varilux(R), Crizal(R), Essilor(R), Definity(R) and Xperio(TM). Based in France, the company reported consolidated revenue of EUR3.2 billion in 2009, with 34,700 employees and operations in 100 countries.

For more information, please visit http://www.essilor.com.

The Essilor share trades on the NYSE Euronext Paris market and is included in the CAC 40 index. Codes and symbols: ISIN: FR FR0000121667; Reuters: ESSI.PA; Bloomberg: EI:FP.





REVENUE UP 5% AT CONSTANT EXCHANGE RATES





    Revenue               2009       2008     % Change     % Change



    EUR millions                             (reported) (like-for-like)

    Europe              1,331.7    1,356.3     - 1.8%       - 2.7%

    North America       1,354.0    1,253.0     + 8.1%       - 0.4%

    Asia-Pacific          344.7      301.8    + 14.2%      + 12.3%

    Latin America         134.0      127.2     + 5.3%       + 7.0%

    Laboratory            103.6       36.1   + 186.9%       - 7.0%

    equipment

    Total               3,268.0    3,074.4       6.3%         0.1%





    Consolidated revenue rose 6.3% to EUR3,268 million in 2009.



    - On a like-for-like basis, revenue grew by 0.1%, reflecting stable

      Lens revenue and a 2.3% increase in Instrument revenue.

    - Consolidation of companies acquired in 2008 and 2009 accounted for 4.9%

      of reported growth, of which 2.3% from Satisloh.

    - The 1.3% positive currency effect was mainly due to the rise in the

      dollar and, to a lesser extent, the yen against the euro, which

      offset the negative impact on revenue of the weaker British pound,

      Brazilian real and Canadian dollar.









Geographically, unit sales edged back slightly in mature countries but rose sharply in emerging markets:





- Revenue in Europe declined by 2.7% in a challenging environment.

      During the year, Essilor stepped up deployment of its multi-network

      strategy, which allows it to capture the strong demand for

      entry-level products while continuing to pursue its innovation

      strategy. Operations in France, Germany and Italy, as well as the

      Instruments Division, held up particularly well, with operations

      in Russia and Finland reporting the strongest performances.

    - Revenue was virtually unchanged in North America (down 0.4%). In

      the United States, firm sales to eyecare professionals and independent

      laboratories offset difficulties encountered with certain optical

      chains. Revenue in Canada was hurt by a fall-off in unit sales.

    - In Asia, where revenue rose 12.3% overall during the year, performance

      was satisfactory in every country except Japan. Growth was

      led in India, China and South Korea by sales of specialty lenses and

      other new products, and lifted in Australia by strong demand for the

      Varilux and Crizal lines. Revenue also saw sustained growth in South

      Africa.

    - After enjoying very strong growth in 2008, revenue in Latin America

      rose a solid 7% in 2009 despite the economic slowdown. The sharp

      increase in anti-reflective lens sales in Brazil and especially Mexico

      helped to improve the product mix.

    - Lastly, in a particularly challenging year for the capital equipment

      industry, Satisloh held the decline in sales to around 7%, thereby

      enabling the company to increase its market share. Surfacing machine

      sales remained strong during the year.





    Fourth quarter: continued recovery in growth



    Revenue            Q4 2009    Q4 2008     % Change     % Change



    EUR millions                             (reported) (like-for-like)

    Europe               342.3      338.9      + 1.0%       - 0.7%

    North America        302.4      319.3      - 5.3%       + 1.1%

    Asia-Pacific          85.0       75.7     + 12.3%      + 11.2%

    Latin America         38.1       28.7     + 33.0%      + 15.1%

    Laboratory            31.6       34.0      - 7.1%       - 7.1%

    equipment

    Total                799.4      796.6       +0.4%       + 1.5%









Consolidated revenue for the fourth quarter alone stood at EUR799.4 million, up 0.4% year-on-year as reported and 1.5% like-for-like. With Satisloh now contributing to organic growth, the contribution from acquisitions declined to 2.3% for the period. Lastly, for the first time in 2009, the currency effect turned negative (at 3.4%), primarily due to the appreciation of the euro against the US dollar.



Business conditions improved in every operating region during the quarter:



    - Business stabilized in Europe.

    - Demand turned up noticeably in North America and significantly in

      Latin America.

    - Growth remained strong in Asia.

    - The Laboratory Equipment business recovered.









Six new prescription laboratories were acquired in Europe, the United States, India and South Africa, along with a distributor in Brazil, for total additional full-year revenue of EUR23 million.





CONTRIBUTION MARGIN AT 18.2%



    EUR millions                           2009       2008



    Gross margin                        1,832.6    1,749.3



    As a % of revenue                      56.1       56.9

    Operating expenses                  1,238.2    1,198.2

    Contribution from operations(1)       594.4      551.2



    As a % of revenue                      18.2       17.9



    (1) Operating profit before compensation costs of share-based

        payments, restructuring costs, other income and expense, and

        goodwill impairment.









The contribution from operations increased 7.9% to EUR594.4 million in 2009, while the contribution margin improved by 0.3 points to 18.2%, despite the dilutive impact of consolidating Satisloh. The growth may be analyzed as follows:





- Gross margin declined by 0.8 points to 56.1% of revenue, due to the

      dilutive impact from Satisloh and other acquisitions. Excluding the

      impact of these acquisitions, gross margin was unchanged for the year.

    - Operating expenses as a percentage of revenue declined by 1.1 point,

      to 37.9%, thanks to i) tight control over selling and distribution

      costs (EUR706.6 million) and major reductions in overheads while

      maintaining a strong research and development commitment (funded at

      EUR151.2 million before deduction of a EUR10.4 million research tax

      credit) and ii) the positive impact of acquisitions whose operating

      expense/revenue ratio is lower than the Company average.





    RESTATED EPS UP 10%

    Profit attributable to equity holders of the parent up 3.1%





Profit attributable to equity holders rose by 3.1% to end the year at EUR394 million, it represented 12.1% of revenue, close to the level of 2008. It may be analyzed as follows:





- Other income and expenses from operations amounted to a net expense of

      EUR39.2 million, comprising EUR21.9 million in compensation costs of

      share-based payments and EUR17.3 million in restructuring costs,

      charges to provisions for contingencies, claims and litigation, and

      other expenses.

    - Operating profit increased 7.9% to EUR555.2 million for the year.

    - Finance costs and other financial income and expenses represented a

      net expense of EUR11.2 million compared with EUR2.5 million in 2008,

      reflecting the increase in net finance costs due to the higher average

      net debt for the year and, to a lesser extent, a decline in creditor

      interest income.

    - Share of profits of associates remained unchanged at EUR26 million, as

      higher earnings at Transitions (49%-owned) offset a decline at Sperian

      Protection (15%-owned).









Income tax amounted to EUR168.2 million, including a EUR26.1 million provision in respect of the various tax controls and litigations underway for the Company. Excluding this non-recurring item, the effective tax rate was 26.1%. The improvement was primarily led by a decline in the tax rate in Brazil and the faster earnings growth in regions with more favorable tax regimes.

Earnings per share rose 3.2% to EUR1.9. Restated earnings per share rose by 10 % to EUR2.03.

FREE CASH FLOW UP 25%

Essilor's business model continued to demonstrate its ability to generate strong cash flow in 2009. Operating cash flow amounted to EUR515 million, providing ample funds to finance the company's growth, by covering:





- The EUR71 million rise in working capital requirement due to an

      increase in trade receivables.

    - EUR125 million in gross capital expenditure, representing 3.8% of

      revenue.









This left free cash flow[1] up 24.6% to EUR390 million.

This good cash flow performance also enabled Essilor to continue deploying its acquisitions and partnership strategy around the world (EUR161 million invested, net of acquired cash); pursue its share buyback programs (EUR76.1 million) and increase the dividend (EUR136 million).





Change in net debt



    EUR millions



    Operating cash flow (before     586  Purchases of property,  125

    WCR)                                 plant and equipment

    Conversions of OCEANE           153  Change in WCR            71

    convertible bonds and other

    Issue of share capital           37  Dividends               139

    Other                             2  Financial investments   161

                                         net of the proceeds

                                         from disposals

                                         Share buybacks           76

                                         Decrease in debt        206





    A STRONG BALANCE SHEET

    Net cash position





The growth in earnings and cash flow helped to further strengthen an already very solid balance sheet. At December 31, 2009, the Company had net cash of EUR92.8 million, equivalent to 3.4% of consolidated equity.

Goodwill

Goodwill increased by EUR102 million in 2009, to stand at EUR1,060 million at year-end, or 25% of total assets.

Inventories

Inventories amounted to EUR486 million at December 31, 2009, an increase of EUR10 million or 1% like-for-like.

In all, the balance sheet structure was strengthened, with an equity to assets ratio of 65.2%.

ACQUISITIONS IN 2009

Essilor actively pursued its acquisitions strategy in 2009, purchasing interests in 27 companies during the year, mainly prescription lens laboratories or distributors. The strategy was deployed in every region, with 13 acquisitions in North America, five in Europe, six in Asia-Pacific, one in the Middle East, one in South Africa and one in Brazil.

SUBSEQUENT EVENTS

Since the beginning of 2010, Essilor has continued to expand in the global marketplace with new partnerships. In China, a majority interest was acquired in Danyang ILT, an ophthalmic lens manufacturer, while a prescription lens laboratory was purchased in Abu Dhabi. In Australia, Essilor acquired a 70% interest in Eyebiz Pty Limited, Luxottica's Sydney-based optical lens finishing laboratory that supplies Luxottica's retail optical outlets in Australia and New Zealand.

In December 2009, Essilor agreed to acquire FXG International, the leading designer and marketer of non-prescription eyewear in the United States, with revenue of $259 million in 2009. The transaction, which is subject to regulatory approvals and the affirmative vote of a majority of FGX's shareholders, is expected to close in March. It will enable Essilor to enter a new growth market.





---------------------------------



    [1] Net cash from operating activities less purchases of property,

        plant and equipment and intangible assets, according to the IFRS

        consolidated cash flow statement.





                         ------------------------------



                        CONSOLIDATED FINANCIAL STATEMENTS

                             As of December 31, 2009





                          CONSOLIDATED INCOME STATEMENT





    EUR thousands, except per share data                  2009         2008



    Revenue                                          3,267,978    3,074,419

    Cost of sales                                   (1,435,333)  (1,325,106)



    GROSS MARGIN                                     1,832,645    1,749,313

    Research and development costs                    (151,221)    (144,518)

    Selling and distribution costs                    (706,619)    (672,268)

    Other operating expenses                          (380,367)    (381,368)



    CONTRIBUTION FROM OPERATIONS                       594,438      551,159



    Restructuring costs, net                           (11,383)      (3,736)

    Impairment losses                                        0            0

    Compensation costs on share-based payments         (21,865)     (24,906)

    Other income from operations, net                    2,456        1,926

    Other expenses from operations, net                 (7,128)      (9,284)

    Gains and losses on asset disposals, net            (1,303)        (629)



    OPERATING PROFIT                                   555,215      514,530



    Finance costs                                      (31,498)     (28,181)

    Income from cash and cash equivalents               18,739       29,042

    Other financial income, net                         41,551       43,349

    Other financial expenses, net                      (39,946)     (46,716)

    Share of profit of associates                       25,974       26,053



    PROFIT BEFORE TAX                                  570,035      538,077



    Income tax expense                                (168,169)    (149,266)



    NET PROFIT                                         401,866      388,811

    Attributable to equity holders of Essilor          394,036      382,356

    International

    Attributable to minority interests                   7,830        6,455



    Basic earnings per common share (EUR)                 1.91         1.85



    Weighted average number of common shares

(thousands)                                        206,691      206,875



    Diluted earnings per common share (EUR)               1.89         1.81

    Diluted weighted average number of common

    shares (thousands)                                 210,557      213,615
                CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009



                                      ASSETS



    EUR thousands                               December 31,    December 31,

                                                       2009            2008



    Goodwill                                      1,059,941         957,605

    Other intangible assets                         221,688         205,249

    Property, plant and equipment                   803,022         811,484



    INTANGIBLE ASSETS AND PROPERTY, PLANT AND     2,084,651       1,974,338

    EQUIPMENT, NET



    Investments in associates                       180,034         164,690

    Other long-term financial investments            73,920          44,214



    Deferred tax assets                              57,229          51,955

    Non-current receivables                          10,570           8,093

    Other non-current assets                            854             693



    OTHER NON-CURRENT ASSETS, NET                   322,607         269,645



    TOTAL NON-CURRENT ASSETS, NET                 2,407,258       2,243,983



    Inventories                                     485,606         475,299

    Prepayments to suppliers                         12,373           9,521

    Current trade receivables                       746,266         684,797

    Current income tax assets                        17,039           5,859

    Other receivables                                18,434          37,294

    Derivative financial instruments                 40,485          50,996



    Prepaid expenses                                 20,765          21,242

    Marketable securities                            33,965          32,538

    Cash and cash equivalents                       385,548         505,571



    CURRENT ASSETS, NET                           1,760,481       1,823,117



    TOTAL ASSETS                                  4,167,739       4,067,100







               CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2009



                             EQUITY AND LIABILITIES





    EUR thousands                               December 31,    December 31,

                                                       2009            2008



    Share capital                                    38,792          37,984

    Additional paid-in capital                      415,321         311,765

    Retained earnings                             2,107,571       1,829,870

    Treasury stock                                 (174,580)       (153,407)

    Convertible bond (OCEANE) call option             6,854          22,206

    Revalution and others reserves                  (21,653)         (9,109)

    Translation reserve                             (50,194)        (70,235)

    Net profit attributable to equity

    holders of Essilor International                394,036         382,356



    EQUITY ATTRIBUTABLE TO EQUITY

    HOLDERS OF ESSILOR INTERNATIONAL              2,716,147       2,351,430



    Minority interests                               21,786          14,544



    TOTAL EQUITY                                  2,737,933       2,365,974



    Provisions for pensions and other

    post-employment obligations                     131,316         132,401

    Long-term borrowings                            282,222         437,617

    Deferred tax liabilities                         24,678          22,406

    Long-term payables                                2,393           2,359



    NON-CURRENT LIABILITIES                         440,609         594,783



    Provisions                                       68,887          36,720

    Short-term borrowings                            82,929         212,835

    Customer prepayments                              2,866           8,611

    Short-term payables                             624,184         631,945

    Current income tax liability                     46,507          35,626

    Other liabilities                               144,289         143,159

    Derivative financial instruments                 10,897          28,480



    Deferred income                                   8,638           8,967



    CURRENT LIABILITIES                             989,197       1,106,343



    TOTAL EQUITY AND LIABILITES                   4,167,739       4,067,100







                        CONSOLIDATED CASH FLOW STATEMENT



    EUR thousands                                           2009       2008



    NET PROFIT                                           401,866    388,811



    Share of profits of associates, net of dividends

    received                                              19,504     20,637

    Depreciation, amortization and other non-cash items  143,400    148,886



    Profit before non-cash items and share of profits

    of associates, net of dividends received             564,770    558,334

    Provision charges (reversals)                         19,724      9,810

    (Gains) and losses on asset disposals, net             1,303        629

    Cash flow after income tax expense and finance

    costs, net                                           585,797    568,773

    Finance costs, net                                    13,027       (692)

    Income tax expense (current and deferred taxes)      168,169    149,266

    Cash flow before income tax expense and finance      766,993    717,347

    costs, net

    Income taxes paid                                   (172,226)  (144,650)

    Interest (paid) and received, net                     (8,773)     8,607

    Change in working capital                            (70,656)   (84,503)

    NET CASH FROM OPERATING ACTIVITIES                   515,338    496,801

    Intangibles assets and purchases of property,

    plant and equipment                                 (125,275)  (184,298)

    Acquisitions of subsidiaries, net of the cash

    acquired                                            (128,634)  (452,879)

    Purchases of available-for-sale financial assets     (24,263)    (4,673)

    Purchases of other long-term financial investments    (8,071)   (11,978)

    Proceeds from the sale of subsidiaries, net of

    cash sold                                                  0          0

    Proceeds from the sale of other non-current assets     8,889      3,799

    NET CASH USED IN INVESTING ACTIVITIES               (277,354)  (650,029)

    Proceeds from issue of share capital                  37,085     31,385

    (Purchases) and sales of treasury stock, net         (76,096)  (112,613)

    Dividends paid to:

    - Equity holders of Essilor International           (136,189)  (128,393)

    - Minority shareholders of subsidiaries               (2,922)      (188)

    Repayments of borrowings other than finance lease

    liabilities                                         (185,931)   177,782

    Purchases of marketable securities                    (1,427)    (1,359)

    Repayments of finance lease liabilities               (2,521)    (2,644)

    Other movements                                         (536)       473

    NET CASH USED IN FINANCING ACTIVITES                (368,537)   (35,557)



    NET(DECREASE)-INCREASE IN CASH AND CASH

    EQUIVALENTS                                         (130,553)  (188,785)

    Cash and cash equivalents at January 1               486,765    677,164

    Effect of changes in exchange rates                    7,690     (1,614)

    CASH AND CASH EQUIVALENTS AT DECEMBER 31             363,902    486,765

    Cash and cash equivalents                            385,548    505,571

    Short-term bank loans and overdrafts                 (21,646)   (18,806)





                Investor Relations and Financial Communications

                       Veronique Gillet - Sebastien Leroy

                           Phone: +33(0)1-49-77-42-16

                             http://www.essilor.com

SOURCE Essilor

For full details on (ESLOF) ESLOF. (ESLOF) has Short Term PowerRatings at TradingMarkets. Details on (ESLOF) Short Term PowerRatings is available at This Link.

For full details on (ESLOY) ESLOY. (ESLOY) has Short Term PowerRatings at TradingMarkets. Details on (ESLOY) Short Term PowerRatings is available at This Link.

For full details on (ESSI) ESSI. (ESSI) has Short Term PowerRatings at TradingMarkets. Details on (ESSI) Short Term PowerRatings is available at This Link.

 


February 7, 2010

Smart Money

Dow Jones Newswire

Luxottica and Essilor In JV For Australia, New Zealand

Markets

MILAN -(Dow Jones)- Italian eyewear maker Luxottica SpA (LIX.MI) and lens maker Essilor International (ESLOY) said Monday

they have signed a joint venture for the Australian and New Zealand markets.

 

Under the terms of the agreement, the joint venture will manage Eyebiz Pty Ltd., Luxottica's Syndney-based optical lens finishing

laboratory, which as a result of this alliance will be majority-controlled by Essilor.

 

The partners provided no financial details about the tie-up.

 

 


 

Essilor accélère son déploiement international

avec 10 nouveaux partenariats

Charenton-le-Pont (22 janvier 2010 - 06h30) – Essilor International a conclu depuis octobre 2009 dix

acquisitions ou partenariats dans l’ensemble des cinq grandes régions où il opère. Ces sociétés réalisent

un chiffre d’affaires annuel cumulé d’environ 35 millions d’euros.

 Deux opérations en Europe pour renforcer notre stratégie multi-réseaux

En France, Novisia, filiale d’Essilor et distributeur exclusif des verres Nikon en Europe continentale, a

pris une participation majoritaire dans Mont-Royal, un distributeur avec laboratoire de prescription situé

à Goeztenbruck en Lorraine, réalisant un chiffre d’affaires d’environ 10 millions d’euros. Tout en

renforçant sa présence sur le marché, Mont-Royal servira de base à Novisia pour accélérer son

développement en France.

Au Royaume-Uni, le groupe a acquis 95 % du capital de Horizon, un laboratoire situé dans le

Bedfordshire (Nord de Londres) réalisant 3,4 millions d’euros de chiffre d’affaires.

 Trois opérations en Amérique du Nord pour compléter la couverture géographique de notre

réseau de laboratoires de prescription

Aux Etats-Unis, Essilor a renforcé ses parts de marché en prenant des participations majoritaires dans

trois laboratoires de prescription. Il s’agit d’Ultimate Optical, un laboratoire de prescription situé en

Floride réalisant 6,3 millions de dollars de chiffre d’affaires, d’Optical Dimensions (Michigan, 3,7

millions) et de Truckee Meadows Optical (Nevada, 3 millions).

 Une troisième opération en Amérique latine

Après ses prises de participations dans les laboratoires de prescription Unilab et Technopark, le groupe

a acquis 51 % de GBO, un important distributeur de verres finis et semi-finis situé à São Paulo et

réalisant un chiffre d’affaires d’environ 3 millions d’euros en 2009.

2 / 2

 Deux opérations en Chine et en Inde pour renforcer notre présence sur les marchés

domestiques

Essilor élargit sa couverture du marché chinois avec l’acquisition de Danyang ILT Optics Co. Ltd, un

fabricant de verres ophtalmiques réalisant près de 7 millions d’euros de chiffre d’affaires sur le marché

domestique et à l’export.

En Inde, Essilor a pris le contrôle de Lens and Spects (CA : 0,45 millions d’euros), qui regroupe un

distributeur et deux laboratoires de prescription opérant dans quatre villes de l’Ouest du pays.

 Deux opérations au Moyen-Orient et en Afrique pour dynamiser notre implantation dans les

nouvelles régions

Après sa prise de participation dans Amico à Dubaï, Essilor poursuit son déploiement au Moyen-Orient.

Essilor Amico Middle East FZCo a pris la majorité du capital de Ghanada Optical Co. LLC (CA : 1,7

million d’euros), un laboratoire de prescription situé à Abu Dhabi et desservant les Emirats Arabes Unis

et les pays du Golfe.

Enfin, le groupe a renforcé sa présence en Afrique du Sud, avec l’acquisition de Vision Optics (CA : 0,7

million d’euros), un laboratoire de prescription basé à Durban.

------------------------

Essilor International est le numéro un mondial de l’optique ophtalmique et propose, sous les marques

phares VariluxÒ, CrizalÒ, EssilorÒ, DefinityÒ et Xperio™ une large gamme de verres pour corriger la

myopie, l’hypermétropie, l’astigmatisme et la presbytie. Essilor est présent sur les cinq continents au

travers d’un large réseau de sites de production de masse, de laboratoires de prescription (finition des

verres) et de centres de distribution.

L’action Essilor est cotée sur le marché Euronext à Paris et fait partie de l’indice CAC 40.

Codes : ISIN : FR0000121667 ; Reuters : ESSI.PA ; Bloomberg : EI:FP.

------------------------

Relations Investisseurs et Communication Financière

Véronique Gillet – Sébastien Leroy

Tél. : 01 49 77 42 16

www.essilor.com

 

 

 

 

 

October 16, 2009

 

as per EyesWays New and Vision Monday


Wash.Lab Files Antitrust Complaint Against VSP, Essilor


NEW YORK—A recently announced plan by managed vision care giant VSP to reduce the number of labs in its nationwide contract lab

 network has prompted the owner of an independent wholesale optical laboratory in the state of Washington to file a formal complaint

 with state insurance and law enforcement officials and the Federal Trade Commission (FTC). The complaint, the first of its type to

 surface, cites “insurance code and potential antitrust violations.” It claims VSP’s actions put the lab “at risk of being forced out of

 business.”

 

 

VSP_Noveau_lawsuit.pdf  Letter to WA Governor with all details and fact sheets.

 

Re: Insurance Code and Potential Antitrust Violations in the Eye Care Industry

 

 


 

News Release

 

 

 

 

2009 Combined Ordinary and Extraordinary Annual Meeting

(Charenton-le-Pont, France – May 15, 2009 – 6:00 p.m.) – The Combined Ordinary and Extraordinary Annual Meeting of Essilor Shareholders was held today at Palais Brogniart in Paris under the chairmanship of Xavier Fontanet, Chairman of the Board of Directors of Essilor International.

Shareholders approved all of the resolutions presented at the meeting, including:

- The payment of a dividend of €0.66 per share, an increase of 6.4% over 2007.

- The appointment of three new directors:

o Benoît Bazin, 40, President, Building Distribution Sector, Saint-Gobain.

o Antoine Bernard de Saint-Affrique, 44, Executive Vice-President, Central & Eastern Europe, Unilever.

o Bernard Hours, 53, Co-Chief Operating Officer, Danone.

- The re-appointment of Olivier Pécoux as a director.

The resolutions were adopted by a large majority.

-----------------------

Next financial announcement:

July 17, 2009: First-half revenue announced

-----------------------

Essilor International is the world leader in ophthalmic optical products, offering a wide range of lenses under the flagship Varilux®, Crizal®, Essilor® and Definity® brands to correct myopia, hyperopia, presbyopia and astigmatism. Essilor operates worldwide through 15 production sites, 293 lens finishing laboratories and local distribution networks.

The Essilor share trades on the Euronext Paris market and is included in the CAC 40 index.

Codes and symbols: Codes and symbols: (ISIN: FR 0000121667; Reuters: ESSI.PA; Bloomberg: EI: FP).

------------------------

Investor Relations and Financial Communications

Véronique Gillet – Sébastien Leroy

Phone: +33 (0)1 49 77 42 16

www.essilor.com


 

Essilor Agrees to Acquire Signet Armorlite


CHARENTON-LE-PONT, France, January 15 /PRNewswire-FirstCall/

-- Essilor International announced today that its US subsidiary, EOA Holding Co. Inc., has signed a share purchase agreement whereby it has offered to acquire the entire capital of Signet Armorlite, a manufacturer of ophthalmic lenses. The agreement is subject to certain standard conditions precedent, including approval by competition authorities in Signet Armorlite's main host countries. The acquisition is expected to be completed in the first half of the year.

Headquartered in California in the United States, it has revenues of over $130 million, approximately 900 employees, one manufacturing plant in Mexico, four prescription laboratories in the United States and Europe, and three distribution centers in Canada, Portugal and the Netherlands.


Signet Armorlite specializes in entry-level and mid-range products for independent eyecare professionals and integrated retailers. It also manufactures lenses under the Kodak brand, for which it is the exclusive licensed manufacturer and distributor. Led by its current management team, Signet Armorlite will continue to produce, market and distribute ophthalmic lenses under the Kodak brand.

Essilor International is the world leader in ophthalmic optical products, offering a wide range of lenses under the flagship Varilux(r), Crizal(r), Essilor(r) and Definity(r) brands to correct myopia, hyperopia, presbyopia and astigmatism. Essilor operates worldwide through 15 production sites, 270 lens finishing laboratories and local distribution networks.

The Essilor share trades on the Euronext Paris market and is included in the CAC 40 index. (ISIN: FR 0000121667; Reuters: ESSI.PA; Bloomberg: EI:FP).

Investor Relations and Financial Communications Veronique Gillet - Sebastien Leroy
Phone: +33(0)1-49-77-42-16
http://www.essilor.com

SOURCE Essilor


 

Essilor Finalizes Satisloh Acquisition
 


Charenton-le-Pont (October 13, 2008 – 8:30 a.m.) – Following fulfillment of all the conditions precedent, Essilor has now completed the acquisition* of all outstanding shares of Satisloh Holding AG, the world leader in prescription optical equipment.

Satisloh designs and markets antireflective coating units and surfacing machines, as well as consumables, for prescription laboratories. It reported €161 million in revenue in 2007 and employs more than 400 people around the world.

(*) On June 16, Essilor announced that it had agreed to acquire Satisloh from Swiss company Schweiter Technologies.
---------------------
Essilor International is the world leader in ophthalmic optical products, offering a wide range of lenses under the flagship Varilux®, Crizal®, Essilor® and Definity® brands to correct myopia, hyperopia, presbyopia and astigmatism. Essilor operates worldwide through 15 production sites, 270 lens finishing laboratories and local distribution networks.
The Essilor share trades on the Euronext Paris market and is included in the CAC 40 index.
(ISIN: FR 0000121667; Reuters: ESSI.PA; Bloomberg: EF FP).
------------------------
Investor Relations and Financial Communications
Véronique Gillet – Sébastien Leroy
Phone:             +33 (0)1 49 77 42 16       
 

 

ESSILOR INTERNATIONAL : Agrees to Acquire Satisloh (16/06/08 07:51 CET)


NEWS RELEASE

Essilor Agrees to Acquire Satisloh

The World Leader in Optical Manufacturing Solutions

Charenton-le-Pont (June 16, 2008 - 7:30 A.M.) - Essilor and the Swiss company Schweiter Technologies AG announced today that they have signed a share purchase agreement whereby Essilor will offer to acquire the shares of Schweiter subsidiary Satisloh Holding AG. The agreement is subject to certain conditions precedent, including approval by competition authorities in Satisloh's main host countries. The acquisition could be completed in the second half of the year.

Created by the merger of Satis and Loh in 2004, Satisloh has a global distribution network and is the world's leading supplier of prescription laboratory equipment. It manufactures and markets antireflective coating units and surfacing machines, as well as consumables. The company reported revenues of E161 million in 2007 and has more than 400 employees. Led by the same management team and based in its current locations, Satisloh will continue to develop innovative solutions for all its customers.

In the future, the combination of Essilor and Satisloh's research capabilities and expertise will make it possible to offer all industry participants a broader, more competitive range of products and services, while shortening time to market cycles for new production processes. For Essilor, the acquisition not only opens up a new area of business, it also offers a strong fit with the Company's strategy of innovation and the development of services for prescription laboratories, optical chains and eye care professionals around the world.

-------------------- - A conference call in English will be held today, at 10:00 am CEST.

The number to dial is: +33 (0)1 70 99 42 79.

The number to dial for replay from June 16th to June 18th will be +33 (0)1 71 23 02 48 - Access code: 6662941#.

The conference will also be available at www.essilor.com/Satisloh-Acquisition from June 17th.

----------------------- - Essilor International is the world leader in ophthalmic optical products, offering a wide range of lenses under the flagship Varilux®, Crizal®, Essilor® and Definity® brands to correct myopia, hyperopia, presbyopia and astigmatism. Essilor operates worldwide through 15 production sites, 270 lens finishing laboratories and local distribution networks. The Essilor share trades on the Euronext Paris market and is included in the CAC 40 index. (ISIN: FR 0000121667; Reuters: ESSI.PA; Bloomberg: EF FP).

----------------------- - Investor Relations and Financial Communications

Véronique Gillet - Sébastien Leroy

Phone: +33 (0)1 49 77 42 16

www.essilor.com



Copyright Hugin

[CN#138851] Bron : ESSILOR INTL. Provider : Hugin

 

 


 

Schweiter Technologies To Sell Satisloh To Essilor Group


 

 


PR Newswire (press release) - New York,NY,USA
Investor Relations and Financial Communications Veronique Gillet - Sebastien Leroy Phone: +33-(0)1-49-77-42-16 http://www.essilor.com.

Essilor : 2007 Results



CHARENTON-LE-PONT, France, March 6 /PRNewswire-FirstCall/ -- - Another Year of Solid Performance The Board of Directors of Essilor International, the world leader inophthalmic optical products, today announced its audited financial resultsfor the year ended December 31, 2007.
EUR millions 2007 2006(2) Change Revenue 2,908.1 2,690.0 + 8.1% Contribution from operations(1) 527.4 482.6 + 9.3% As a % of revenue 18.1% 17.9% --- Operating profit 504.6 460.5 + 9.6% Profit attributable to equity 366.7 328.7 + 11.6% holders 12.6% 12.2% --- As a % of revenue Earnings per share (in EUR) 1.78 1.61(3)+ 10.8% (1) Operating profit before share-based payments, restructuring costsand other non-recurring items, and goodwill impairment.

Recent Acquisitions

In January 2008, the Company completed the acquisition of Interstate
Optical Co., one of the five largest independent prescription laboratories
in the United States. Interstate's two laboratories in Mansfield, Ohio and
Indianapolis, Indiana serve eye care professionals in 32 states. It has $26
million in full-year sales.

In February 2008, Essilor announced that it was acquiring Rainbow
Optical Labs Inc., a Porto Rican prescription laboratory with $3 million in
annual revenue. Separately, Essilor Canada acquired a majority stake in
Westlab Optical Inc., a Montreal-based prescription laboratory with C$4
million in annual revenue.

Lastly, the Company is expanding more quickly in Eastern Europe by
setting up operations in Bulgaria. Its new subsidiary Essilor Bulgaria Eood
has acquired the business assets of Optymal Ood, which currently
distributes Essilor lenses and instruments in Bulgaria and has nearly EUR1
million in revenue. The acquisition will enable the Company to actively
participate in the fast growing corrective lens market, especially the
progressive lens segment.

In early March, Essilor announced two new acquisitions:

- In the Netherlands, with O'Max, a distributor of optometry and lens
edging instruments with EUR3.2 million in revenue.

- In India, with 20/20 Rx Lens, a Hyderabad-based prescription
laboratory and long-time Essilor partner.

OUTLOOK FOR 2008

Despite a relatively uncertain economic environment, Essilor is
confident in its ability to drive further growth in 2008, as it continues
to implement its strategy based on innovation and global expansion. In
particular, the Company is launching a new Transitions(R) variable-tint
lens and will continue to make targeted acquisitions, particularly of
prescription laboratories.

 

NEW LUXOTTICA GROUP: SALES EXPECTED TO TOP € 6 BILLION IN 2009

 

Luxottica CEO: “The merger with Oakley opens countless opportunities”

Business plan presented today in California

Foothill Ranch, California, February 7, 2008 - Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX)
, a world leader in the design, production and distribution of premium and luxury eyewear, will present later today at Oakley’s headquarters in California its business plan, which is based on new business prospects generated by Luxottica’s acquisition of Oakley for US$2.1 billion on November 14, 2007. The merger of the two companies has formed the new Luxottica Group.

The long-term business plan presented today has a clear final objective: to create an innovative business model with countless advantages for consumers, employees and shareholders of Luxottica Group. The plan is based on the combination of Luxottica’s vertical model, its well-balanced brand portfolio and its capacity to reach across the globe with Oakley’s technological capability and undisputed strength in the sports segment.

Key figures: Luxottica Group expects to exceed €6.1 billion in consolidated sales for fiscal year  2009, assuming an average exchange rate of €1 = US$1.45, reflecting an increase of 27% at constant exchange rates from fiscal year 2007. Consolidated sales for fiscal year 2008 are expected to be between €5.6 billion and €5.75 billion. EPS in excess of €1.31 are expected for 2009 (up by 35% from 2007, excluding the impact of exchange rates and trademark amortization). EPS for 2008 are expected to be between €1.11 and €1.14. The Group now expects that it will report fiscal year 2007 EPS of €1.08, reflecting an increase of 24% from fiscal year 2006 at constant exchange rates.

The Group estimates that operating synergies between the two companies will deliver yearly benefits worth €100 million by 2010, broken down as follows: €20 million in 2008, €60 million in 2009 and €100 million in 2010.

“The combination of Luxottica and Oakley changes the future of our industry,” said Andrea Guerra, Luxottica Group CEO, on presenting the plan. “Today is the start of a new Luxottica Group, of three to five years of development, new projects and the exploration of new segments. Two complementary models, two histories that are unique but with much in common: Oakley’s extraordinary sun lens technology and its supremacy in sport together with our scale, links with the luxury and fashion worlds as well as design and manufacturing excellence. The combination of these strengths will enable us to create a competitive edge on a global scale, at all levels of the organization and with unlimited growth potential.

“Our common work already began last summer. Since then, the top 80 Oakley and Luxottica managers have been working together on plans for the future and we are now in the execution phase. This process has been based from the outset on a real integration of people and cultures of our two companies before that of the businesses. This is the only way we can fully realize the extraordinary  opportunity we have in front of us to change the development of our industry.

“Today we are witnessing the creation of new market segments and lifestyles as barriers between technology, luxury and sport come down. There are now three businesses that we have in-house and with which we can consider and guide change while maintaining firm leadership in each segment.

“Our growth forecasts reflect the potential of the new Luxottica Group, for the entire period of the plan.”

Europe and emerging markets are the first priorities of our plan. Throughout the integration, the entire Luxottica sales and operating infrastructure is at the disposal of Oakley, one of the most desired brands in those countries, to more than double Oakley’s sales over the next three years. The retail market, in addition to clear operating synergies coming from the combination of the Luxottica and Oakley store base, will give us the opportunity to tell the story of the Oakley brand in many more new stores, with a particular emphasis on the optical segment.

Among priorities, the plan includes important changes in the industrial and operating space, to immediately leverage all possible operational efficiencies coming from each other’s strengths. The Research & Development area in sun lenses will be an area of important focus, merging Oakley’s skills with Luxottica’s long tradition. Finally, the Group’s new optimal logistics structure will be identified soon.

Thinking about this operation as a business development and not as a simple integration, the plan also includes other projects which further widen the Group’s potential. These projects are: to strengthen retail coverage of the luxury segment in North America; to appropriately position brands such as REVO and Arnette; to encourage the development of our traditional sports brands and strengthening global operating infrastructure for Oliver Peoples, a luxury Californian brand desired globally.

“We have merged the strengths of two winning companies,” concluded Mr. Guerra. “Business planning has concluded and has already entered its execution phase. Now, with our characteristics of speed, entrepreneurship, simplicity and passion, we have to continue striving to meet current and future needs of our customers from a global perspective.”

 

 

 

 

 

 

ESSILOR

 

Another Year of Strong Growth:

2007 Revenue Up 8.1% As Reported

Up 12% Excluding the Currency Effect

Charenton-le-Pont, France (January 24, 2008, 6:30 a.m.) – Essilor International, the world leader in

ophthalmic optics, today announced consolidated revenue of €2,908.2 million for the year ended

December 31, 2007, representing a reported 8.1% increase on the previous year. Excluding the

currency effect, growth for the year was a high 12%.

In an expanding market, Essilor continued to gain share in corrective lenses in 2007, thanks to its

operating efficiency and its strategy of innovation and international expansion.

In all, the Company has confirmed that 2007 will see further growth in both earnings and margins.

A satisfactory fourth quarter

Consolidated revenue amounted to €708 million in the fourth quarter, a 6.4% like-for-like increase over

fourth-quarter 2006, when revenue rose by a particularly strong 8.9%. Business remained very robust in

the United States during the quarter. Growth was slower in Europe, but the prior-year comparative was

high, at 8%. Asia and Latin America continued to enjoy fast growth.

See whole story:    http://www.essilor.com/IMG/pdf/CA_2007_A.pdf

 

 

 

 

Essilor: New Acquisitions in the United States and Brazil



CHARENTON-LE-PONT, France, January 10 PRNewswire-FirstCall

Essilor of America, Essilor International's US subsidiary, has strengthened its prescription laboratory network in the United States with the acquisition of Interstate Optical Co., one of the country's five

 largest independent laboratories. Interstate's two laboratories in Mansfield, Ohio and Indianapolis, Indiana serve eye care professionals in 32 states. The company has full-year sales of

 US$26 million and 210 employees.

Present for more than 20 years in Brazil through a distribution subsidiary, one plant and five lens treatment centers, Essilor has made its first local acquisition in line with its downstream integration policy

 with an equity investment in Unilab, a prescription laboratory in northeastern Brazil. Essilor will gradually increase its share in Unilab to 51% by early 2011. Unilab generates full-year sales of approximately

 US$5 million and distributes Essilor products, including the Varilux(R) range.


Both Interstate and Unilab will continue to be headed by their current management teams.


 

 

Essilor Acquires Prescription Laboratories in the United Kingdom and the United States

 

Charenton-le-Pont, France (December 6, 2007 – 6:30 am) – Essilor has strengthened its prescription laboratory network in Europe with the acquisition of majority stakes in Sinclair Optical Services

 and United Optical, two independent laboratories in the United Kingdom. The Company has also acquired Premier Optics, Inc., Gold Optical Enterprises, Inc. and GK Optical in the United States.

Based in Gloucester, England, Sinclair Optical serves the entire English market with a broad array of products that includes stock lenses, prescription lenses and surface treatments. Its full-year sales

 amount to €8 million.

United Optical is located in Belfast, North Ireland. It also operates a subsidiary in Athlone, Ireland that specializes in the edging and mounting of prescription safety lenses. United Optical generates full-

year revenue of around €5.8 million.

In the United States, Essilor of America has acquired the assets of Premier Optics, Inc. and Gold Optical Enterprises, Inc., two prescription laboratories located, respectively, in Belmont and

 Fayetteville, North Carolina. Essilor has also acquired GK Optical, a group of two prescription laboratories in Greenwood and Fort Wayne, Indiana. The three companies’ combined full-year revenue

 totals $8.5 million.

 

 

 


 

 

 

 

Charenton-le-Pont, France (November 22, 2007 – 6:30 am) – Essilor yesterday cancelled 700,000 shares as

 part of its commitment to shareholders to offset the dilutive impact of stock option and performance share plans.

 

At the end of 2006, Essilor’s Board of Directors authorized the granting of 930,740 stock options and 576,264

performance shares to employees. These grants will potentially lead to the issuance of up to 1,507,004 new

shares between 2009 and 2011, depending on Essilor’s share performance. They reflect Essilor’s commitment to

 allowing employees to share the benefits of business growth.

 

Essilor is also committed to protecting its shareholders’ interests, by implementing share buyback programs.

 
In line with this policy, since the beginning of the second half the Company has bought back and canceled 400,000

 convertible bonds due 2010 – reducing by 800,000 the number of shares to be issued in the event that the bonds

 are converted – and has canceled 700,000 shares held in treasury, in order to offset the dilutive impact of these

 grants.


In addition, 500,000 shares were bought back in September and a further 500,000 during the current month.
 


 


 
LUXOTTICA GROUP AND OAKLEY COMPLETE
 
 MERGER, BEGINNING A JOURNEY THAT WILL
 
 MAKE THE BUSINESS SIGNIFICANTLY STRONGER
 
 GOING FORWARD

 

 

 

Milan, Italy and Foothill Ranch, California, November 14, 2007

 - Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX), a global

 leader in eyewear, and Oakley, Inc. (NYSE: OO),

 a worldwide specialist in sport performance optics, announced today the completion of the merger between the two companies for a total purchase price of approximately US$2.1 billion. Oakley will now be a wholly-owned subsidiary of Luxottica Group and, as a result of the completion of the merger, Oakley’s shares will cease to trade on the New York Stock Exchange at the close of the market today.

Today marks the launch of a new Group with extraordinary potential, including expected consolidated pro forma net revenues for fiscal year 2007 of €5.7 billion and consolidated pro forma EBITDA for the same period of approximately €1.2 billion. Luxottica Group expects that the transaction will result in approximately €100 million per year in operating synergies within three years, driven by revenue growth and efficiencies.

Commenting on the merger, Andrea Guerra, CEO of Luxottica Group S.p.A., said, “We are extremely pleased with the closing of the merger with Oakley, with whom we have been partners for a long time. We have long admired the Oakley brand, products, and corporate culture. Joint teams from the two companies have been focusing for months on the tremendous business opportunities we have ahead, which will become operating plans by year-end. Today represents the beginning of a new phase for all of us, a journey which will make our Group much stronger going forward.”

Scott Olivet, CEO of Oakley, Inc., commented, “The fact that Luxottica and Oakley had similar beginnings, share the same values around the importance of brand and product, and have individuals around the world who have worked closely for years, gives us a very strong foundation for success.  While we have tremendous work in front of us, our early integration planning efforts give us confidence that the value of this combination can, in fact, be realized. We are excited to begin the next chapter in our history.”

In accordance with the terms of the June 2007 merger agreement, Oakley’s outstanding shares of common stock have been converted into the right to receive US$ 29.30 per share, in cash. Citibank has been appointed as the paying agent for Luxottica Group.

Luxottica Group and Oakley will hold a brief joint conference call to discuss the completion of the merger with the investment community on Thursday, November 15, 2007, at 7:00 AM PT (10 AM ET, 3 PM GMT and 4 PM CET). The audio webcast will be also available at Luxottica Group’s corporate website at www.luxottica.com/english/investor_relations/webcast.html and on Oakley’s investor website at investor.oakley.com. A replay of the conference call will be available starting on November 16 at 9:00 AM PT (12:00 AM ET, 5:00 PM GMT and 6 PM CET), calling from USA: +1 (866) 583 1039, UK: +44 (208) 196 1998 passcode 699162#. Members of the 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 website at www.luxottica.com/english/investor_relations/presentation.html and on Oakley’s investor website at investor.oakley.com shortly before the start of the audio Web cast.

 

 

 

 

 

 


Report from India Posted October 21, 2007

 

Essilor Price List For Crizal AR coatings presently used in India

 

Titus ,Crizal , Crizal Alize  Rx Lens Price list in USD. (Per pair )

 

 

Brand

Lens Details

Titus

Crizal

Crizal Alize

1

SEIKO

Single Vision 1.56AS

1.60 AS

Wing Progressive 1.6

18.75

 

33.00

66.75

25.75

 

40.00

81.75

32.00

 

46.25

88.00

2

TRANSITIONS

Genesis Progressive NG Grey

Piccolo Progressive NG Grey

 

95.00

 

 

95.00

110.00

 

 

110.00

116.25

 

 

116.25

3

RODENSTOCK

Life2 Progressive

Life XS Progressive

SI Progressive

SI Progressive Colormatic

58.50

58.50

31.00

46.00

73.50

73.50

43.50

61.00

79.75

79.75

49.75

67.25

4

SHAMIR

Panorama Progressive

Genesis Progressive

 

24.75

 

41.00

37.25

 

53.50

43.50

 

59.75

5

SELECT

NON BRANDED

 

View Progressive

22.25

34.75

41.00

6

KODAK

 

Concise Progressive

54.75

79.75

86.25

7

NON BRANDED

Vector  Progressive

Vector  Mini  Progressive

19.75

 

22.25

32.25

 

34.75

38.50

 

41.00

8

Sunsensors

 

 

Ecole  Budget   Progressive  Sunsensors  grey & brown

57.25

72.25

77.25

9

NIKON

Classic  Progressive

Online  Progressive

45.50

 

33.75

59.50

 

41.25

65.75

 

47.50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Approximately one year back  Essilor  coated Titus , Crizal & Crizal Alize only on their own  lenses, now they  have started to coat

 Titus,

Crizal & Crizal Alize on some other branded and some non branded lenses.  That’s why a large number of Indian opticians are

 confused

 between Crizal coated lenses  and original  Essilor Crizal coated lens.

 

For the last 12 month, the Crizal coating, peel off problem has drastically increased. 

 

That is why the  Zeiss ,and Hoya market share is increasing day by day  in India .

 

S.v  Rx , Curve top ,Flat top D-bifocal  are also available in Crizal Coat on Some branded &  nonbranded lenses 

at Same price so its is very difficult to say which is the original Essilor Crizal coating .

 


3Q07: ANOTHER QUARTER OF GROWTH

 CONFIRMS FORECAST FOR 2007

 

Oakley transaction expected to close in mid-November

Milan, Italy - October 30, 2007 – The Board of Directors of Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX) a global leader in the design, manufacturing and distribution of premium fashion and luxury eyewear, convened today in Milan by chairman Leonardo Del Vecchio, approved results for the three- and nine-month periods ended September 30, 2007(1).

Financial highlights for the periods in accordance with U.S. GAAP were as follows:


Third quarter of 2007

• Consolidated sales: €1,151 million (+2.7%; +8.1% excluding the effect of exchange rates)
- Retail sales: €838 million (+0.0%; +6.4% excluding the effect of exchange rates); Retail comparable store sales : +2.9%
- Wholesale sales: €395 million (+9.8%; +12.8% excluding the effect of exchange rates)
• Consolidated operating income: €195 million (+4.6%); Operating margin: 16.9%
- Retail operating income: €98 million (-13.1%); Retail operating margin: 11.7%
- Wholesale operating income: €102 million (+16.2%); Wholesale operating margin: 25.9%
• Consolidated net income from continuing operations: €112 million (+5.0%); Net margin: 9.8%
• Earnings per share: €0.25 (US$0.34 per ADS)

First nine months of 2007(1)

• Consolidated sales: €3,778 million (+5.9%; +11.4% excluding the effect of exchange rates)
- Retail sales: €2,520 million (-0.2%; +6.5% excluding the effect of exchange rates); Retail comparable store sales(2): +2.0%
- Wholesale sales: €1,514 million (+16.4%; +19.7% excluding the effect of exchange rates)
• Consolidated operating income: €682 million (+15.3%); Operating margin: 18.0%
- Retail operating income: €303 million (-12.3%); Retail operating margin: 12.0%
- Wholesale operating income: €418 million (+22.4%); Wholesale operating margin: 27.6%
• Consolidated net income from continuing operations: €395 million (+19.8%)(3); Net margin: 10.5%
• Earnings per share3: €0.87 (US$1.17 per ADS)

Andrea Guerra, chief executive officer of Luxottica Group, commented: “Results for the first nine months of the year reflected steady growth, thus further confirming our forecast for the full year, which we raised in July.

“For the nine-month period we enjoyed double-digit growth in consolidated revenues at constant exchange rates, a 18 percent operating margin and a rise in consolidated earnings per American Depositary Receipts (EPADS) of 29 percent. This occurred despite a 7.5 percent weakening of the U.S. Dollar against the Euro during the period and a slow-down in the U.S. economy.

“During this quarter we again focused both on the future and on the execution of our current plans. Over the past twelve months, between acquisitions, new openings, rebrandings and an overall rationalization of the store base, we touched approximately one fourth of our nearly 6000 stores worldwide. We also launched ILORI, our new luxury sun retail brand in North America, which is already being referred to as the destination store for luxury in sun eyewear.

“Our premium North American brands in the retail business confirmed a trend of growth in sales and profitability. Our sun business in that market performed particularly well, with comparable store sales for the past three years rising by 44 percent. We expect that 2008 will be the year that we reap the fruits of the significant efforts and investments made during this past year in our retail business.

“At the same time, our wholesale business posted another quarter of growth - the tenth quarter in a row – with a double-digit increase in revenues and a rise in profitability to 26 percent, attributable to a strengthened brand portfolio and the ongoing strengthening of our sales and distribution structures.

“These results,” concluded Mr. Guerra, “allow us to confirm our forecast for another positive year of growth for our Group.”

Consolidated sales for the quarter rose by 8.1 percent at constant exchange rates. Year-to-date, the Retail Division added 221 more stores.

Wholesale sales to third parties for the quarter rose year-over-year by 10.9 percent (13.1% at constant exchange rates). The recently launched 2008 collections enjoyed an excellent reception, and Ray-Ban experienced another record quarter across all regions. In December, the first Tiffany eyewear collection will be launched. Total wholesale sales in emerging markets for the quarter rose nicely year-over-year and now represent 14 percent of wholesale sales to third parties. It should be noted that the Wholesale Division posted a very positive quarter despite the fact that sales in many European countries were affected by poor weather conditions during the summer season.

Luxottica Group’s consolidated net outstanding debt on September 30, 2007 was €1,320.2 million. On the same date, the Group’s net debt to EBITDA ratio moved to 1.22x, from 1.41x on September 30, 2006. Additionally, the Group generated €149 million in free cash flow for the quarter before dividends, acquisitions and the impact of exchange rates, reflecting the strength of its business model and ability to generate strong cash flow levels.

 

Other developments: Oakley acquisition

Oakley has announced that it will hold a special meeting of its shareholders on November 7, 2007 to vote on the proposal to approve the merger with Luxottica Group. Other than customary closing conditions, the approval of the shareholders of Oakley and anti-trust clearance from the South African regulatory authority are the last remaining key conditions to closing the transaction. The Group currently expects to complete the merger in mid-November.
 

Click here for tables

 

Notes:

[1] All comparisons, including percentage changes, are between the three- and nine-month periods ended September 30, 2007 and 2006.

[1] Comparable store sales reflects the change in sales from one period to another that, for comparison purposes, includes in the calculation only stores open in the more recent period that also were open during the comparable prior period, and applies to both periods the average exchange rate for the prior period and the same geographic area.

[1] Includes a non-recurring gain related to the sale of a real estate property in Milan, Italy in May 2007. The impact of the sale was a gain of approx. €20 million before taxes or approx. €13 million after taxes (equivalent to EPS of €0.03

 


 

Essilor Financial Report November 2007

 

Continued Strong Organic Growth, with Revenue Up 8.5% Like-for-Like

 

 

Charenton-le-Pont, France (October 24, 2007 - 6:30 a.m.) - Essilor International, the world leader in ophthalmic optics, today announced its consolidated revenue for the nine months ended September 30, 2007.

Consolidated revenue for the first nine months

 

  € millions

2007 (9 months)

2006 (9 months)

% change

Like-for-like change*

Consolidated revenue

2,200.1

2,022.6

8.8%

8.5%

Europe

987.0

895.3

10.2%

7.4%

North America

932.4

882.9

5.6%

8.3%

Asia-Pacific

200.9

175.9

14.2%

12.8%

Latin America

79.8

68.5

16.5%

15.3%


(*)Based on a comparable scope of consolidation and at constant exchange rates. 

Consolidated revenue for the first nine months of 2007 totaled €2.2 billion, representing an increase of 8.8% on a reported basis and 8.5% like-for-like. Changes in scope of consolidation accounted for 3.8% of growth, corresponding mainly to acquisitions made since the beginning of the year and, to a lesser extent, to businesses acquired in 2006.   The currency effect was a negative 3.6%.
Like-for-like growth matched the first-half 2007 rate of 8.5%, once again significantly exceeding the Company’s trend rate.  This performance was attributable to:

  • Around 5% growth in lens sales volume in the first nine months, outperforming the market.
  • The roughly 3.5% impact of favorable changes in the price mix.

Essilor is enjoying strong demand for new generation lenses offering new materials, optical designs or coatings.  Sales of medium and high-index lenses and photochromic lenses are particularly robust. In all, value-added lenses now account for over half of the Company’s total lens sales.

Consolidated revenue for the third quarter

 

  € millions

Q3 2007

Q3 2006

% change

Like-for-like change*

Consolidated revenue

723.3

660.3

9.5%

8.6%

Europe

311.3

288.9

7.8%

5.0%

North America

310.0

286.9

8.0%

10.7%

Asia-Pacific

72.3

59.2

22.1%

13.5%

Latin America

29.7

25.3

17.6%

12.9%


(*)Based on a comparable scope of consolidation and at constant exchange rates. 

Revenue rose 9.5% in the third quarter.  Like-for-like growth was a high 8.6%, in line with the rates of 8.1% and 8.9% achieved in the first and second quarters respectively.  The currency effect stabilized at a negative 3.6%, while the effect of changes in scope of consolidation was slightly greater, at 4.4%.

By region, growth accelerated in North America, led by the prescription laboratory network which enjoyed significant momentum.  After two strong quarters, sales growth in Europe returned to a level in line with the trend rate, with good performances in Southern, Central and Eastern Europe.  The Asia-Pacific and Latin America regions continued to advance, helped by double-digit growth in India, China, the ASEAN countries and Brazil.

Acquisitions

During the third quarter, Essilor announced the acquisition of KBco, a US-based distributor positioned in the fast-growing polarized lens market.   The Company also acquired SentralSlip, a Norwegian lens edging and mounting laboratory that is in line to become the local distributor for BBGR and for Nikon® lenses.
In all, Essilor has acquired 11 companies since January 1, representing full-year revenue of €140 million for a total investment of €125 million.

Share buyback program

In late September and early October, Essilor bought back 400,000 Oceane convertible bonds due 2010, representing the equivalent of 800,000 shares. Representing 7% of the original 2003 issue, the 400,000 bonds were bought back at a total cost of €35.9 million. Following these transactions, there are currently 4,845,264 bonds outstanding, representing 80.2% of the original issue.
During the third quarter, the Company also bought back 500,000 Essilor shares for €22 million. These shares will be cancelled.
The buybacks are part of the policy implemented by the Company since 2003 to offset the dilution resulting from its stock option and performance share grant plans.

Cash position

During the third quarter, Essilor’s net cash position increased by some €90 million.  This increase, which was achieved despite the high level of financial investment and capital expenditure, was in line with the trend observed in prior years due to the normal seasonal fluctuations in business.

 

 

 

 

 

 

 

 

 


 


Luxottica Group Announces Early Termination Of U.S. Antitrust Waiting Period For

 Oakley Acquisition


MILAN, Italy and FOOTHILL RANCH, Calif., Aug. 24, 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, announced today that the United States Federal

 

 Trade Commission granted early termination on August 24, 2007 of the waiting period under the Hart-Scott-Rodino Antitrust

 

 Improvements Act (HSR) in connection with Luxottica Group's proposed acquisition of Oakley, Inc., without a second request for

 additional information. Termination of the HSR waiting period satisfies one of the conditions to the closing of the transaction as specified in

 the Merger Agreement dated June 20, 2007 among Luxottica Group, its merger subsidiary and Oakley.


Luxottica Group and Oakley noted that other conditions to the closing specified in the Merger Agreement still remain outstanding, including

 obtaining certain antitrust and competition law clearances outside of the United States as well as the required approval of the transaction by

 Oakley's shareholders at a special meeting to be called and held for such purpose.


Luxottica Group and Oakley stated that they expect the transaction to close in the fourth quarter of 2007.


Luxottica Mandates Group of Banks to Finance Proposed Acquisition


Milan, Italy, 3 August, 2007 - Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX) today announced that it has mandated a group of banks to

 arrange, underwrite and provide credit facilities for an aggregate of US$2.0 billion.



The facilities will consist of:


- An Amortizing Term Loan of US$1.5 billion, with a five-year term, with options to extend the maturity on two occasions for one year each

 time. Consistent with the Group’s main existing facilities, the term loan will have a spread of between 20 and 40 basis points over LIBOR,

 depending on the Group’s ratio of debt to EBITDA. The Mandated Lead Arrangers and Bookrunners for the term loan are Citigroup (acting

 also as Documentation Agent), Intesa San Paolo, The Royal Bank of Scotland and UniCredit Markets and Investment Banking (acting also

as Facility Agent).

 

- A Short-Term Bridge Loan of US$500 million. The facility may be partially refinanced with a U.S. private placement assuming favorable

 market conditions. This facility will be underwritten by Bank of America and UniCredit Market and Investment Banking.

 


Funding under these facilities will be subject to the closing of Luxottica Group’s proposed acquisition of Oakley, Inc.

Enrico Cavatorta, chief financial officer of Luxottica Group, commented: “The facilities are designed to provide financing for the closing of our

 previously announced proposed acquisition of Oakley. We are pleased to see such a strong show of confidence in our Group from this

 group of leading international banks. The terms of these facilities reflect the ability of our Group to secure favorable conditions for our

 financing


Essilor Strengthens Its Polarized Lens Distribution Network with the Acquisition of Essilor

Strengthens Its Polarized Lens Distribution Network with the Acquisition of LBco

 

Charenton-le-Pont, France (October 2, 2007 – 6:30 a.m.) – Essilor of America, a subsidiary of Essilor

 International, has acquired a majority stake in KBco, one of the largest polarized lens distributors in the United

 States.

Created in 1987 and based in Centennial, Colorado, KBco generates sales of around $31 million. A recognized

 specialist in polarized lenses for the US ophthalmic optics industry, it supplies retail chains and eye care

 professionals with a broad offering of innovative high quality products.

The acquisition enhances Essilor’s portfolio of value-added corrective sun lenses and expands its presence in the

 fast-growing polarized segment.

KBco will keep its current management team

 

Investor Relations and Financial Communications
Véronique Gillet

Phone: +33 (0)1 49 77 42 16

 

 

 

 

 


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Join Date: Aug 2002
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Redhot Jumper How will you professionally react during a recession...............

Quote:
Countrywide CEO sees recession ahead

NEW YORK (Reuters) - Countrywide Financial Corp (CFC.N: Quote, Profile , Research) Chief Executive Angelo Mozilo said on Thursday the U.S. housing downturn is likely to lead the country into recession,

See story :
http://today.reuters.com/news/articl...xml&src=nl_dai


 
Are independent Optometrist's and Opticians prepared for a coming recession ?

1) How will you handle your store, or your employer handle business during a coming recession

2) Are you preparing to handle optical sales to people that lost their jobs, their houses their cars and more.

3) Are you going to continue selling and pushing the most expensive options, or are you preparing a formula to serve the unlucky ones ?

4) Have you prepared lower pricing options to still make a decent profit even by selling at lower markups to by recession affected customers and patients ?

4a) What are they ?

5) Have you purchased a lower frame selection for the times of scarce money ?

6) Are you prepared to do as many high profit lens treatments yourself in house, as scratch resistant treatment, UV, tinting ect. ?

7) Have you advised fellow employees to look into lower priced but good lens options to bring the cost to the consumer down. By just eliminating AR coatings you are a big step ahead.

All above points might become very important factors in the very near future and help to gain and keep hundred and thousands of people needing glasses during hard times.

Never forget that the big chain operations have the personnel and foresight to prepare ahead for such situation...................so dont get caught with you pants down.

 
__________________
Chris Ryser
______________
DLO. NA.IC.I.T.PO
http://optochemicals.com

 

 

 

 

 

Countrywide CEO sees recession ahead

Thu Aug 23, 2007 2:45pm ET140

By Jonathan Stempel

NEW YORK (Reuters) - Countrywide Financial Corp (CFC.N: QuoteProfile , Research) Chief Executive Angelo Mozilo said on Thursday the U.S. housing downturn is likely to lead the country into recession, but that the largest U.S. mortgage lender will survive.

In an interview, Mozilo also called on the U.S. Federal Reserve to cut the discount rate it charges banks to borrow to the benchmark federal funds rate for banks to borrow from each other, saying it would promote liquidity.

Countrywide faced a credit shortage this month as mortgage defaults rose and capital markets tightened. On August 16, it announced an unexpected drawdown of an entire $11.5 billion credit line because it had trouble selling short-term debt.

 

But on Wednesday, Bank of America Corp (BAC.N: QuoteProfile , Research) said it would invest $2 billion in Countrywide, buying preferred securities convertible into common stock.

This eased fears about Countrywide's fate, which at least two analysts this month had said could include bankruptcy.

Mozilo called the investment a "vote of confidence" and a "priceless endorsement," but said housing and the economy aren't out of the woods.

Falling home prices hurt homeowners psychologically and cause them to spend less, he said. The 68-year-old executive has worked in financial services for more than a half century.   Continued...

"I've seen this movie before, and the ending of the movie always ends up in some form of recession," he said. "I can see the economy slowing down substantially enough to give the regulators, the Fed some pause in what's going to happen next."

Mozilo called on the Bush Administration and Fed Chairman Ben Bernanke to state that they won't allow the housing environment to get out of control.

The Fed on Friday cut the discount rate to 5.75 percent, and Mozilo said it should be cut at least to the federal funds rate, now 5.25 percent.

Others agree more is needed.

 

"The Fed has cut the discount rate and added liquidity to the markets but those things aren't enough to turn the fundamental market around," said Phil Orlando, chief equity market strategist at Federated Investors in New York. He said the funds rate should be cut to 4.25 percent by year end.

GOING IT ALONE

Analysts have said Countrywide might lose mortgage market share to well-diversified commercial banks with deeper balance sheets, including Bank of America, Citigroup Inc (C.N: QuoteProfile , Research), JPMorgan Chase & Co (JPM.N: QuoteProfile , Research) and Wachovia Corp (WB.N: QuoteProfile , Research).

Countrywide held a 17.4 percent market share from January to June, according to the Inside Mortgage Finance newsletter.

The Bank of America investment also raised speculation that the Charlotte, North Carolina-based company might eventually buy Countrywide, which Mozilo helped launch in 1969.

Mozilo said that's not happening. "We've gone it alone for 40 years and can go it alone for another 40 years," he said.

In an interview with CNBC television, Mozilo said markets are in "one of the greatest panics I've ever seen in 55 years in financial services."

Still, he rejected as "irresponsible and baseless" an August 15 report by Merrill Lynch & Co. analyst Kenneth Bruce that downgraded Countrywide to "sell" from "buy" and said the company might face bankruptcy if market conditions worsen.

 

"There is no more chance for bankruptcy today for Countrywide than there was six months ago, a year ago, two years ago, and when the stock was $45 a share," Mozilo said on CNBC. "We're a very solid company."

Merrill spokeswoman Carrie Gray declined to respond to Mozilo's comments, and said Bruce wasn't granting interviews.

Countrywide shares were up 21 cents at $22.03 in afternoon trading. They began the year at $42.45.

(Additional reporting by Joseph A. Giannone, Ellis Mnyandu and Dan Wilchins)


 

Essilor: Two-for-One Stock Split on July 16,

 2007


 
    CHARENTON-LE-PONT, France, July 12 /PRNewswire-FirstCall/ -- At their
Annual Meeting on May 11, 2007, Essilor shareholders approved an increase
in the par value of existing Essilor shares from EUR0.35 to EUR0.36 and a
subsequent two-for-one stock split.
    On July 16, for every EUR0.36 par value share held on that date,
shareholders will receive two new shares with a par value of EUR0.18 and
carrying the same dividend rights. The result of the split will be to
double the total number of shares outstanding and to halve the share price.
    Over the past five years, Essilor's share price has appreciated by more
than 120%. The two-for-one split will make the share more affordable to new
investors, particularly individuals. The split is also in line with
Essilor's strategy of increasing daily trading volume to widen the share's
market.
    The transaction will be carried out by Euroclear France at no cost or
formalities for Essilor shareholders and without any impact on their tax
situation or voting rights.
    On the other hand, the split will change the exchange ratio of bonds
convertible into or exchangeable for new or existing shares (OCEANEs).
Beginning on July 16, outstanding OCEANEs will be converted or exchanged on
the basis of one bond for two new shares with a par value of EUR0.18.
    Upon completion of the stock split, the Company's capital stock will be
comprised of 208,391,936 shares with a total value of EUR37,510,548.48.
    Essilor International is the world leader in ophthalmic optical
products, offering a wide range of lenses under the flagship Varilux(R),
Crizal(R), Airwear(R) and Essilor(R) brands to correct myopia, hyperopia,
presbyopia and astigmatism. Essilor operates worldwide through 15
production sites, 244 lens finishing laboratories and local distribution
networks.
    The Essilor share trades on the Euronext Paris market and is included
in the CAC 40 index.
    Codes and symbols: ISIN: FR 0000121667; Reuters: ESSI.PA; Bloomberg:
EF.FP.
    Contacts:

    Investor Relations and Financial Communications
    Veronique Gillet
    Phone: +33-(0)1-49-77-42-16
http://www.essilor.com

 


 
 

Essilor: First-Half 2007 Revenue


 
    CHARENTON-LE-PONT, France, July 12 /PRNewswire-FirstCall/ --
    - Up 12% at Constant Exchange Rates
    Essilor, the world leader in ophthalmic optics, today announced its
consolidated revenue for the six months ended June 30, 2007.
    (in EUR millions)      1st half      1st half   Reported   Like-for-like
                               2007          2006     change       change(1)
    Consolidated revenue    1,475.6       1,362.4       8.3%            8.4%
    (1) Based on a comparable scope of consolidation and at constant
exchange rates.
    Following a solid 8.1% like-for-like increase in the first three months
of the year, revenue rose by a very strong 8.7% like-for-like in the second
quarter, resulting in an overall gain of 8.4% for the half. Note that the
year-earlier basis of comparison was high, reflecting the 8.7% gain in
first-half 2006.
    The first six months of 2007 saw an increase in unit sales, especially
in medium and high-index, progressive and photochromic lenses. Essilor also
benefited from the rollout of new products, in particular the progressive
lens marketed under the Anateo(TM) brand (for BBGR in Europe) and the
Accolade(TM) brand (for optical chains and cooperatives in the rest of the
world), the anti-reflective, antistatic Crizal(R) Alize(R) lens and the
Varilux Physio(R) progressive lens launched in early 2006.
    Changes in the scope of consolidation, which mainly concerned the
initial acquisitions made in 2007, boosted revenue by 3.6% in the first
half. These acquisitions, which included Novacel in Europe, OOGP in the
United States and ILT in Singapore, will add EUR118 million to revenue at a
total cost of EUR101 million. Changes in the scope of consolidation also
reflected acquisitions made in 2006.
    Although the currency effect remained unfavorable, it decreased in the
second quarter to a negative 2.4%, resulting in a negative 3.7% for the
half. The trend was mainly due to the appreciation of the euro against most
other currencies.
    Revenue by region

    (in EUR millions) 1st half 2007 1st half 2006   Reported    Like-for-like
                                                     change       change(1)
    Europe                675.2         606.4         11.3%          8.4%
    North America         622.0         596.0          4.4%          7.1%
    Asia-Pacific          128.4         116.8         10.0%         12.2%
    Latin America          50.0          43.2         15.8%         16.6%
    (1) Based on a comparable scope of consolidation and at constant
exchange rates.
    - After enjoying like-for-like revenue growth of 8.6% in Europe in the
first quarter, Essilor increased its market share, with 8.2% organic growth
in the second quarter.
    - The North American market remained very strong. Revenue gained 7.5%
like-for-like in the second quarter, with sustained growth in Canada and in
the prescription laboratory business in the United States.
    - Second-quarter sales were also very robust in Latin America (up 26.2%
like-for-like) and Asia-Pacific (up 11.5%). Brazil, China, India, Japan and
Australia/New Zealand all reported significant gains.
    Acquisitions
    Essilor Canada, an Essilor subsidiary, recently acquired a majority
stake in Optique Cristal Inc., a Quebec-based prescription laboratory with
revenue of approximately CAD 2 million.
    A conference call will be held today at 10:00 a.m., Paris time.
    The number to dial is: +44 (0)207 750 9923
    The conference will be available for later listening at:
http://hosting.3sens.com/Essilor/20070712-3B4BA5FF/en/
Next financial announcement
    First-half earnings will be released on August 30, 2007.
    Essilor International is the world leader in ophthalmic optical
products, offering a wide range of lenses under the flagship Varilux(R),
Crizal(R), Airwear(R) and Essilor(R) brands to correct myopia, hyperopia,
presbyopia and astigmatism. Essilor operates worldwide through 15
production sites, 244 lens finishing laboratories and local distribution
networks. The Essilor share trades on the Euronext Paris market and is
included in the CAC 40 index. Codes and symbols: ISIN: FR 0000121667;
Reuters: ESSI.PA; Bloomberg: EF.FP.
                 Investor Relations and Financial Communications
                                Veronique Gillet
                          Phone: +33-(0)-1-49-77-42-16
http://www.essilor.com
 

 

 

 

 


 

ESSILOR Press Release

 


 
   

First Quarter Revenue Up 11 %
At Constant Exchange Rates

 

 

Charenton-le-Pont, France (April 18, 2007 - 6:30 a.m.) - Essilor, the world leader in ophthalmic optics, today announced its consolidated revenue for the three months ended March 31, 2007:
 

 

  € millions

1st quarter 2007

1st quarter 2006

% change

as reported

Like-for-like growth

Consolidated revenue

735.6

692.8

6.2%

8.1%

  Europe

334.5

300.0

11.5%

8.6%

  North America

311.7

309.1

0.9%

6.7%

  Asia-Pacific

65.3

60.3

8.3%

12.8%

  Latin America

24.1

23.4

2.9%

8.4%

 


Consolidated revenue for the first three months of 2007 amounted to €735.6 million, up 6.2% as reported and 8.1% like-for-like. Changes in the scope of consolidation accounted for 2.9% of growth, while the currency effect was a negative 4.9%.

The 8.1% like-for-like gain was particularly robust given the high basis of comparison with first-quarter 2006, when revenue rose 11.5% like-for-like.

For Essilor, early 2007 was shaped by strong demand and an improvement in the Company’s positions in its leading regional markets, especially Europe and Asia.
New products, such as the Varilux Physio® introduced in 2006, made a major contribution to business performance for the period.  Strong growth was also reported in anti-reflective lenses, led by the new Crizal® Alizé® with AST™ antistatic coating, and in variable-tint lenses.  In early 2007, the Company introduced Anateo™/Accolade™, a progressive lens for the second distribution network.

Changes in the scope of consolidation, which added 2.9 points to reported growth, concerned the companies acquired in 2006 and early 2007, such as Novacel in France and two prescription laboratories in the United States.

The negative 4.9% currency effect reflected the appreciation of the euro against the dollar, the yen and most other currencies between first-quarter 2006 and first-quarter 2007.

 

 


 

 

 

ESSILOR 2006 Revenue Up 11%

Record Organic Growth of 8.1%

 


 

New Acquisitions in France and the United States.

 

 

Charenton-le-Pont, France (January 25, 2007) - Essilor, the world leader in ophthalmic optics, has announced consolidated revenue of €2,690 million for 2006, an 11% increase over the previous year.

In a favorable environment for ophthalmic lenses, Essilor benefited considerably from worldwide demand for Varilux Physio®, its mass-market progressive lens launched at the beginning of the year, and increased its market share in every region.

As a result, the Company has confirmed that 2006 will see further growth in both earnings and margins.

Consolidated revenue

 

€ millions

2006

2005

Reported change

% change like-for-like

Contribution from acquisitions

Currency effect

 Consolidated revenue at December 31

2,690.0

2,424.3

11.0%

8.1%

3.2%

- 0.3%

 Consolidated fourth quarter revenue

667.3

621.2

7.4%

8.8%

3.1%

- 4.5%

 

Growth was driven by:

• An 8.1% like-for-like increase that was well balanced between the first half (8.7%) and the second (7.5%).  It reflected:

- Around a 7% increase in unit sales.
- An improvement in the product mix, resulting from the success of Varilux Physio® and solid growth in sales of progressive lenses, plastic lenses made of very high index and polycarbonate materials, and high-value added anti-reflective and photochromic lenses.
 

• A slightly negative 0.3% currency effect due to a decline in the yen, the US dollar and the Australian dollar against the euro.

• A 3.2% contribution from companies acquired in 2005 and 2006 —mainly in the United States, India and Taiwan —which added an aggregate €77.6 million to consolidated revenue. During the year, Essilor made 22 acquisitions, of which 14 in the United States.

Consolidated revenue by region
 

 

  € millions

Dec. 31, 2006

Dec. 31, 2005

Reported change

% change

like-for-like

  Europe

1,207.9

1,120.4

7.8%

6.6%

  North America

1,156.7

1,025.1

12.8%

9.4%

  Asia-Pacific

233.0

202.1

15.3%

8.7%

  Latin America

92.4

76.7

20.4%

10.4%

  Total

2,690.0

2,424.3

11.0%

8,1%

 

• A return to sustained growth in Europe

2006 was a good year in Europe, led by the launch of Varilux Physio® across the Essilor network. France, Germany, Spain, Italy and the Eastern European countries turned in the best results for the year.
 

• Strong momentum in North America

In the United States, growth was strong throughout the year, especially in networks that sell to opticians and independent laboratories. Canada also had a very good year.

• Increased demand in the rest of the world

In Asia, growth was led by a strong performance in China and India and a solid recovery in Australia. In Japan, where the market was stable, Nikon-Essilor increased its market share despite only modest sales growth. In Latin America, sales in Argentina rose sharply.



Three Acquisitions



 

Essilor extends its international network of wholesale distributors with an equity investment in Novacel  

Following the acquisition of Nassau in the United States and LTL in Italy, Essilor has further extended its international network of wholesale distributors by acquiring an equity stake in France’s Novacel.

The partnership, which is totally independent of the existing Essilor and BBGR networks, will enable Essilor to market alternative product and service offerings, while ensuring the long-term viability of Novacel, a recognized market player.

Founded in 1994, Novacel distributes a full range of lenses under its own brands in France and other European markets and operates a prescription laboratory. The company, which has 280 employees, reported 2006 consolidated revenue of approximately €39 million. The current Novacel management team will remain in place and continue to operate the company independently.

Two prescription lens laboratories in the United States

In the United States, subsidiary Essilor of America has acquired two new prescription laboratories that distribute Varilux® products.

- Late 2006: Peninsula Optical Lab Inc. in Seattle, Washington, with $5.5 million in revenue and 40 employees.

- Early 2007: Beitler McKee Optical Company in Pittsburgh, Pennsylvania, with $13 million in revenue and 78 employees.

 


 

A conference call will be held today at 10:00 a.m. CET.

The number to dial is: +44 (0)161 601 8920.

Replay by telephone:
The replay number is: +44 (0)207 075 3214 and the pin code is 191358#.
This replay will be available until January 29, 2007.

Replay by audiocast on the Internet:
The conference will be available for later listening at
http://hosting.3sens.com/Essilor/20070125-A60279DB/en, from January 25, 2007, 02:00 p.m. CET.

 


 


Next financial announcement:
Results for 2006 will be released on March 8, 2007.

 

Investor Relations and Financial Communications
Véronique Gillet
Phone: +33 (0)1 49 77 42 16
www.essilor.com

 

 

 

 


 

January 21, 2007

 

Revenge of the greedy opthalmologist...................A true story that happened this week

Place:
One of the fancy ophthalmic clinics in North Naples Florida, no names mentioned.

Patient:
Chris Ryser, Canadian citizen belonging to Canadian medicare system, getting paid medical services at home. Snowbird spending winter in Naples.

Reason for visit:
Advisory by State of Florida that Florida drivers license will expire at end of January. Canadian Snowbirds have always been granted the right to have a Florida drivers license without having to give up their Canadian one.

As patient.........myself............... has a not fully developed cataract in my left amblyopic eye that originated by an arthritic inflammation some 20 years ago, will not pass visual test at drivers license bureau, a medical attest is required. This procedure has been done several times over the last 15 years.

Actual Story, (and I have been a guy that has been around this profession all my life)

After checking in, filling the papers with all the medical information why your body starts falling apart, I got called up by a nice girl in the clinics uniform who gave me her first name.

We went into the first examination room with the autorefractor and the "puff puff eye pressure gage" that had a hard time finding my eyeballs automatically and was restarted about 5 times.

Then on to one of the 40 exmination rooms equipped with a phoroptor and a slit lamp. The phoroptor changed lenses 3 times for each eye. Took about 60 seconds total.............no reading test was performed. A 30 second look through the slit lamp at each eye and we were finished, (about 7 minutes total examination time) and I got guided into the Ophthalmologists examination room.

Doctor checks record and snaps at me that he had told me 2 years ago to have the cataract removed. He does not know that we have a backlog of 7800 catarct cases waiting in Montreal and doctors taking every 3rd month off because of salary caps by the Quebec government.

He tells me to have it done here ..............and at my counter question for how much, he says he does not know. I should ask the surgery coordinater out front. Then he dilates the pupils does slit lamp test and some indirect opthalmoscopy and we are done. I then get guided into the office of the surgery coordinater, a nice older women.

She wants to book me for next Tuesday morning..................and I put a stop to it by asking.........."what do you charge anyhow?"

She takes a clinics business card and marks on it $ 4950 and if you do both (not need, other eye is fine} $ 9750.00. I said I have to think about and will call you.

On the way out you have to pay, the bill was $ 145.00 , but there was no RX and no letter for the reason of the visit, stating my right eye was OK to drive.

After a lot of arguments the doctor, no more visible, produced the sealed letter for the license office.

I left the clinic swearing never to return there and drove to the license office where they opened the doctors letter. The employee behind the counter took the letter and consulted another person in a back office. Then came back and said that the opthalmologist had suggested that I should re-do the drivers test and they had to follow the order.

Having been rated as a safe driver for all these years I felt insulted, but did choose to take the test right then and there under threat of loosing the Florida and Quebec license if I would not pass.

30 minutes later the Inspector taking me for the test said, "YOU PASSED",
plus, "you are a heck of a better driver than me."

Morale of this story:

Never say NO to an opthalmologist if he wants to operate you for $ 5000, or better............... on both sides for double.................or you might loose your drivers license and privileges in the great State of Florida.

 

 

 

 


 

 

December 23, 2006

 

Hoya and Pentax Merge, 'Hoya Pentax HD' Focuses on Medical

Equipment Market

 

Dec 22, 2006 19:16
Tomohiro Ootsuki, Nikkei Electronics  

Hoya Corp. and Pentax Corp. have held a press conference on their merger agreement. The two companies will be merged with Hoya acquiring Pentax. Hiroshi Suzuki, CEO of Hoya will become CEO of new "Hoya Pentax HD Corp." after merger.

The merged company will focus its management resources on the medical field including intraocular lenses, which Hoya has been involved with, and endoscopes, which Pentax has been engaged with. The companies intend to maintain the current organization and brand name of Pentax for the camera business.

Nikkei Electronics introduces a digest of responses by the two companies at the press conference below. Respondents were Hoya's CEO Hiroshi Suzuki and Pentax's President Fumio Urano (see Note 1 and 2).

 

Purpose of Merger, Medical Equipment Business

 

-- What is the purpose of the merger?

Hoya: While having improved our financial state over the last few years, it has been our belief that we still need to enhance our business fields to secure future growth. To survive amid circumstances where we in general are having a hard time to maintain a manufacturing business, the medical field is essential by all means.

From this viewpoint, we found Pentax, who boasts superior technologies related to medical equipment, very attractive. Current combined sales from medical-related business at Hoya and Pentax are roughly ¥40 billion to ¥50 billion per year. We aim to double the sales as soon as possible.

Pentax: The medical field still has large areas to cultivate both as a market and a technology. Pentax has so far expanded its medical-related business in line with its medium-term management plans, but there was a limit to what a company could do alone by itself. In addition, it takes a long time before recovering investment in the medical field in particular. We must be able to solve these problems by adding Hoya's know-how in management and financial power.

-- There is an option to form a joint medical equipment company, instead of merging the two companies.

Pentax: In fact, we discussed such a plan with Hoya about two years ago. However, if we spin off the medical equipment business, which is our key profit earner, Pentax will have to entirely depend on its camera and optical component businesses. We turned down the offer, judging it was difficult [to secure profit levels to meet our shareholders' expectation].

-- For what kind of medical equipment do you plan to cultivate the market at the new company?

Pentax: For example, equipment concerning low-invasive treatment (a method that lowers surgery impact to the patient by using endoscopes). The new company will compete with Olympus Corp. in this field.

Hoya: Low-invasive treatment is just an example to start with. We cannot mention right now, but Hoya and Pentax plan to pioneer new areas base on our certain common concept.

Camera Business

 

-- Isn't Pentax camera business a negative factor to large-profit-making Hoya?

Hoya: I think that is a question asking about the inconsistency in our management policy of "a big fish (company) in a small pond (market)," but my opinion is that it depends on how you define the market. We have no intention to pursue a larger share in the general digital camera market. To make the business precious despite its small size, we consider firmly advancing integration and limitation of the business. Hoya thinks Pentax camera business can be profitable enough to generate satisfactory returns in comparison with capital investment.

The new company will basically take over the current camera business organization at Pentax. Hoya Pentax HD is not legally a holding company, but it will be just like acquiring a camera business subsidiary. I think Hoya will be able to do for the camera business no more than injecting its knowledge for management.

Pentax: We currently handle both compact and SLR cameras, but is considering focusing on SLR cameras if they increases share in the overall digital camera market. During the time of silver salt cameras, Pentax devoted itself in SLR cameras and built up a history of about 30 years in that field.

-- Pentax is in alliance with Samsung Techwin for the SLR camera business, isn't it?

Pentax: We have not told Samsung Techwin about this merger yet. However, since (there must be no negative impact on Samsung Techwin and) the partnership is about to achieve a result, Pentax intends to continue the partnership. Samsung Techwin developed 10% of our "K10D," which currently draws favorable sales performance in the market. We plan to have Samsung Techwin make a 20% to 30% contribution to the ongoing SLR camera development.

-- The new company will become a vertically integrated firm of optical equipment. Will its interest conflict with that of current glass material buyers and other clients?

Hoya: If the new company receives an order for a special glass material from another camera manufacturer, we will strictly protect commercial morals by, for example, keeping the information within the office directly involved with. Hoya has never betrayed its clients' trust on marketing photomasks for semiconductor manufacturing, HDD substrates and other products.

 

Optical Component Business

 

-- What impact will the lens and other optical component business receive from the merger?

Hoya: The optical component business will immediately gain synergy from the merger. This field is currently exposed to the rapid growth of Taiwanese and other East Asian manufacturers. We hope to create added-value by marketing optical components in view of not only simple materials and simple processing, but also end-product design and other factors.

Pentax: We have developed optical components with Hoya before, but there was a border between two different companies then. Advantage born by eliminating this border will not be small. However, a ratio of in-house procurement of glass materials will not reach 100% even after the merger. It depends on the glass material which company we will purchase from.

-- As for rapidly growing East Asian manufacturers, Asia Optical Co., Ltd. of Taiwan seems to mass-produce an optical camera stabilizer system.

Pentax: Asia Optical's stabilizer system may infringe our patents. We have already notified our protest.

 

Others

 

-- Will the merger impact Hoya's core businesses of photomasks for semiconductor manufacturing and HDD substrates?

Hoya: No direct synergy is expected. However, the merger may bring a benefit in terms of human resources. Due to its sustainable two-digit percentage growth, Hoya is slightly in need of human resources. As Pentax holds a lot of excellent engineers, we expect that some of them might be assigned to us if circumstances permit.

Pentax: It is not that we have more human resources than necessary, but there may be areas we can provide our help. For example, there is a field, in which we have been engaged for long years yet had a hard time to achieve good output. I believe Hoya's expertise may make a contribution to such research and development areas.

-- Will Hoya continue M&A?

Hoya: Enhancement of business portfolio is an eternal issue. We will consider if we receive a good offer. However, since our current first priority is to become one company with Pentax, we are not likely to offer M&A from ourselves for a while.

Note 1) The two companies will be merged through a share exchange by allotting Hoya shares to each of Pentax shareholder. A premium (interest that Pentax shareholders will receive) based on the exchange rate is 10.5% with closing prices on December 20, 2006. A three-month average ratio is 27%.

Note 2) Based on the closing price on December 21, 2006, Hoya's total market value of shares is ¥1,961.9 billion. Pentax's is ¥88.1 billion. FY2005 sales reached ¥248.2 billion at Hoya and ¥108.3 billion at Pentax. Operating income was ¥29.7 billion at Hoya and ¥2 billion at Pentax. As of September 30, 2006, Hoya had 27,974 employees and Pentax had 5,651 employees.

 

 

 

 

 

 


 

British company looks to the future in Europe

 

press release main image

 

UK OPTICAL giant Specsavers Opticians is continuing its success abroad with the announcement this week of the multi-million pound acquisition of Danish optical retail chain Louis Nielsen.

Denmark is the third Scandinavian country into which Specsavers has expanded in just over a year. In April last year, Specsavers acquired the 34-store chain Blic in Sweden, followed three months later by the 19-strong chain Två Blå. The stores are now trading as Specsavers Blic Optik and sales have doubled. And just last month, Specsavers announced it would be opening 21 Specsavers Optikk stores in Norway over the next three months.

Already the third largest and fastest growing optician in the Netherlands, where they have been established for six years, this new acquisition brings Specsavers presence in mainland Europe to 162 with several hundred new stores planned in the next five years, creating thousands of jobs.

Specsavers success in Europe is positive news at a time when most British retailers are feeling the pinch in the UK due to a slow down in consumer spending, rising costs and product deflation.

Independent retail analyst Robert Clark comments: 'UK retail sales growth rates are falling back, like-for-like sales declining, and competition increasing. This has forced otherwise ambitious UK retailers to put international expansion plans on ice.

'From the mid-1990s many UK retail leaders started expanding internationally, but the trend more recently has been one of international retrenchment or, at best, cautious expansion by means of franchising and concessions.

'Positive international expansion by acquisition - such as the refreshing example set by Specsavers - has been very much the exception rather than the rule for even the more dynamic UK retailers. The UK needs more positive examples of international expansion if it is not to continue to lose out in a fast globalising retail environment.'

Specsavers International Marketing Manager Monty McMonagle comments: 'We have had a really positive reaction from local consumers in each country we've opened and Brits abroad are genuinely pleased to see a British retailer's name above the door and prefer to shop there.'

The 32-strong Louis Nielsen chain was named in a recent survey by Gallup for Indeks Danmark as one of the ten brands with most potential in Denmark. Specsavers intends to double the number of stores within the next five years, creating in excess of 400 jobs.

Chairman of Specsavers Opticians Doug Perkins says: 'Denmark's 2.5 million glasses and contact lens wearers pay more than anyone else in Europe. They urgently need what Specsavers and Louis Nielsen stand for: fashionable, quality eyewear at low, transparent prices. Through this acquisition we'll be able to make a significant cut in eyecare costs for Danish consumers.'

Louis Nielsen, who, like Specsavers, has already established a strong reputation as the champion of value for money eyecare, says: 'This is very good news for the Danish specs wearer. It means that they can obtain the glasses and contact lenses they need at reasonable prices. On average, residents in Denmark buy new glasses every four years. With Specsavers huge buying power our customers will have the choice to buy more glasses, more often.

'Specsavers sells in one month the same number of glasses as the entire Danish market sells in a year. This means that we will be able to offer the Danish customer even better value for money and we will be able to do so in many more locations across the country.'

 

 

 


 

 

Acquisition of Three New Prescription Laboratories

In the United States, Essilor of America, a subsidiary of Essilor International, has completed the acquisition of Select Optical and Opal-Lite, Inc. In Australia, Essilor has purchased a 50% interest in City Optical.

Select Optical, one of the largest independent laboratories in the state of Ohio, is based in Columbus where it employs 80 people and generates annual sales of $9.8 million. With $4.6 million in sales and 44 employees, Opal-Lite has for many years distributed Varilux® brand products in El Monte, near Los Angeles, California.
These acquisitions offer Essilor the opportunity to broaden its presence in two major urban areas, particularly in southern California, which is one of the largest optical markets in the United States.
Both of these laboratories will continue to be managed by their current executive teams.

In Australia, Essilor has acquired a 50% stake in City Optical, one of the country's top three independent laboratories.  Based in Reversby, near Sydney, City Optical has 23 employees and sales of AUD 6 million (€3.6 million). With Essilor's support, City Optical will be able to offer eye care professionals a broader range of products with Essilor high-tech lenses as well as coatings, including Crizal® anti-reflective treatments.
City Optical will continue to operate independently under the leadership of its current chief executive.
 


Investor Relations and Financial Communication
Phone: +33 1 49 77 42 16


 

 


 

 

Cole National Corp. (ticker: CNJ, exchange: New York Stock Exchange) News Release - 7/20/2004


Cole National Corporation Announces Election of Directors at Annual Meeting

 

- Meeting for Shareholder Vote on Merger with Luxottica Adjourned to July 22 -

CLEVELAND, July 20 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ), today announced the election of eight nominees to the company's board of directors. The directors elected today are: Walter J. Salmon (Chairman), Larry Pollock (President and Chief Executive Officer), Jeffrey A. Cole, Ronald E. Eilers, Timothy F. Finley, Irwin N. Gold, Peter V. Handal and Charles A. Ratner.

Following election of directors, Cole National adjourned the annual meeting prior to the consideration of the Luxottica merger, to 4 p.m. local time, on Thursday, July 22, 2004, at The Charles Hotel, One Bennett St., Cambridge, Massachusetts 02138.

If the merger with Luxottica is approved at the July 22 reconvened annual meeting, Cole National stockholders will receive $27.50 per share in cash, plus an additional amount equal to 4% per annum from July 22, 2004 through the closing date of the merger, upon completion of the transaction.

As previously announced, Cole National's Board of Directors has unanimously confirmed its recommendation that Cole National stockholders approve the Luxottica merger agreement, as amended, at the reconvened meeting on July 22. Stockholders of record of Cole National as of May 21, 2004 will be entitled to vote on the Luxottica merger at the reconvened meeting on July 22, or any adjournment thereof. The Luxottica merger agreement, as amended, is subject to approval by Cole National stockholders, receipt of regulatory approvals and other customary conditions.

 

 

 

 

 

JULY 19, 2004

Cole National Corp. (ticker: CNJ, exchange: New York Stock Exchange) News Release - 7/19/2004


ISS Recommends Cole National Stockholders Vote for Merger with Luxottica Group

 

Cole National also announces completion of required FTC submissions

CLEVELAND, Jul 19, 2004 /PRNewswire-FirstCall via COMTEX/ -- Cole National Corporation (NYSE: CNJ) today released the following comment on the reaffirmed recommendation by Institutional Shareholder Services Inc. (ISS) - the nation's leading independent proxy advisory firm - that Cole National stockholders should vote to approve the proposed merger with Luxottica Group S.p.A.

"ISS' continued support confirms the Cole National board's determination that the merger offers the best value to our stockholders," said Larry Pollock, Chief Executive Officer of Cole National.

Under the terms of an amendment to the merger agreement dated July 14, 2004, if the transaction is approved at the July 22 reconvened annual meeting, Cole National stockholders will receive $27.50 per share in cash, plus an additional amount equal to 4% per annum from July 22, 2004 through the closing date of the merger, upon completion of the transaction.

Mr. Pollock added, "Cole National is pleased that the Luxottica transaction continues to receive the support of ISS. We believe their recommendation affirms the thoroughness of the evaluation process undertaken by the directors of Cole National over the last year. Our board of directors believes that the Luxottica transaction is in the best interests of our stockholders, and we encourage our stockholders to vote promptly in order to secure the increased merger consideration."

Cole National also announced that both Cole National and Luxottica have now completed the required information submissions and submitted the related certifications to the Federal Trade Commission (FTC). As previously announced, the parties have committed to the FTC not to close the transaction before September 30, 2004, without the FTC's consent.

To expedite proxy voting for the meeting, most shareholders have the ability to vote using the telephone or the internet. Cole National encourages shareholders to take advantage of these electronic methods of voting to ensure your vote is received by the July 22 meeting date. Please check your proxy card or voting form and follow the instructions for electronic voting if provided. Shareholders needing help executing their proxy, please contact Morrow & Co., Inc. at 800-654-2468. Shareholders can also call MacKenzie Partners, Inc. at 800-322-2885.

Additional information relating to the amended Luxottica merger agreement and the factors considered by the Cole National Board of Directors in its approval of the amendment to the Luxottica merger agreement are set forth in the supplement to Cole National's proxy statement that Cole National filed on July 15, 2004 with the Securities and Exchange Commission and mailed on that date to Cole National stockholders of record as of May 21, 2004. The supplement should be read in conjunction with the June 4, 2004 proxy statement which was first mailed to stockholders on or about June 7, 2004

 

 
 
July 7 2004
New Micro-Tint affiliate in Holland
 
OMS Optochemicals announce the opening of OPTOCHEMICALS HOLLAND. This company will be introducing the fastest tinting system to the Dutch opyicians. The Dutch web site can be found at: http://www.optochemicals.nl
 
 
Cole National Corp. (ticker: CNJ, exchange: New York Stock Exchange) News Release - 7/15/2004

Cole National Corporation Announces Amendment to Merger Agreement with Luxottica Group at Increased Price Per Share

 

    -- Luxottica raises merger price from $22.50 to a minimum of $26.00 per
        share

    -- Merger price is further increased to $27.50 per share in cash, plus
        additional 4% from date of stockholder approval to closing, if merger
        is approved at Cole's July 20 Annual Meeting, which will be reconvened
        on July 22

    -- Luxottica strengthens commitment to obtain regulatory approval by
        eliminating divesture threshold

    -- Cole National strengthens its commitment to the Luxottica merger by
        narrowing its right to terminate the merger agreement to accept a
        competing offer

    -- Cole National Board confirms recommendation that Cole National
        stockholders approve Luxottica merger at July 22 Meeting

CLEVELAND, July 15 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ), today announced that it has entered into an amendment to its merger agreement with Luxottica Group S.p.A. (NYSE: LUX) with the unanimous approval of their Boards of Directors. Under the amendment, the original $22.50 per share cash merger consideration to be paid by Luxottica has been increased to a minimum of $26.00 per share. In addition, if Cole National stockholders approve the Luxottica merger at the annual meeting, which will be adjourned to July 22, 2004, the merger price will be further increased to $27.50 per share in cash, plus an additional amount equal to 4% per annum from the date of stockholder approval through the closing date of the merger. If Cole National does not receive votes from a majority of the outstanding shares to approve the Luxottica merger by July 22, 2004, the higher price would still be payable so long as stockholder approval is obtained at a further adjourned meeting that is held not later than July 29, 2004.

Based upon the $27.50 price, the total purchase price of the outstanding Cole National shares and related equity rights is approximately $495 million, plus 4% per annum from the date of stockholder approval through the date of closing. Luxottica Group has advised Cole National that it will fund the payment of the purchase price and transaction costs from Luxottica's cash flow from operations and existing credit facilities.

The amendment to the merger agreement also strengthens Luxottica Group's commitment to use its best efforts to avoid or eliminate impediments under any antitrust laws asserted by any governmental entity with respect to the merger. Under the original merger agreement, Luxottica's commitment was qualified such that it was not required to divest businesses or assets accounting for more than $110 million in consolidated net revenue of Cole National alone or of Cole National and Luxottica combined or more than $55 million in consolidated net revenue of Luxottica alone. The amendment to the merger agreement eliminates that qualification. In addition, the amendment to the merger agreement strengthens Cole National's commitment to the Luxottica merger, by narrowing the circumstances under which Cole National could terminate the Luxottica merger agreement in order to accept a competing offer, including that Cole National will no longer have such right after stockholder approval of the Luxottica merger agreement. The amendment does not preclude Cole National from considering a superior proposal prior to stockholder approval of the amended Luxottica merger agreement.

To provide Cole National stockholders additional time to consider the recent developments and their impact on the proposed merger with Luxottica Group, Cole National intends to hold the election of directors at the previously scheduled annual meeting on July 20, 2004, and then, prior to the consideration of the Luxottica merger, adjourn the meeting to 4 p.m. local time, on Thursday, July 22, 2004, at The Charles Hotel, One Bennett St., Cambridge, Massachusetts 02138.

Cole National stated that its Board of Directors has unanimously confirmed its recommendation that Cole National stockholders approve the Luxottica merger agreement, as amended, at the reconvened meeting on July 22. Stockholders of record of Cole National as of May 21, 2004 will be entitled to vote on the Luxottica merger at the reconvened meeting on July 22, or any adjournment thereof. The Luxottica merger agreement, as amended, is subject to approval by Cole National stockholders, receipt of regulatory approvals and other customary conditions. As Luxottica Group publicly announced earlier this week, Luxottica Group and Cole National expect to complete their required submissions to the Federal Trade Commission (FTC) in connection with its antitrust review by the end of this week. In addition, as previously announced, the parties have committed to the FTC not to close the transaction before September 30, 2004, without its consent.

In connection with its approval of the amendment to the Luxottica merger agreement, the Cole National Board of Directors considered, among other things, the price, financing arrangements, timing and uncertainties associated with the previously announced proposal from Moulin International Holdings Limited submitted on July 12, 2004 to acquire Cole National at a price of $25.00 per share in cash. Following the submission of a similar proposal from Moulin on April 15, 2004 (as well as during the two months following Moulin's submission of its initial acquisition proposal on November 17, 2003), Cole National had provided access to confidential information to Moulin, HAL and their financing sources and their respective advisors, and engaged in discussions and negotiations with Moulin with respect to its proposed transaction. On May 12, 2004, Cole National was informed by Moulin that one of Moulin's financing sources was not prepared to provide senior debt financing on the terms originally proposed. The revised Moulin proposal contemplates financing to be provided by the sale of certain Cole National assets to HAL Holding N.V. and debt financing pursuant to financing commitments that are subject to customary conditions but no further due diligence. Moulin's proposal is subject to the termination of the merger agreement with Luxottica Group, completion and execution of definitive agreements with Moulin, approval by Cole National's and Moulin International's stockholders, receipt of regulatory approvals and other customary conditions.

Additional information relating to Moulin's most recent proposal and the factors considered by the Cole National Board of Directors in its approval of the amendment to the Luxottica merger agreement are set forth in the supplement to Cole National's proxy statement that will be filed later today with the Securities and Exchange Commission and mailed to all Cole National stockholders of record on May 21, 2004.

 

 
 
 
 
 
 
 Acquisitions in Europe and in the United States
 


Essilor Acquires Major European
Finished Lens Distributor
 

Essilor has acquired LTL, a major player in the distribution of finished lenses in Europe and in the ophthalmic lens market in Italy.

Founded in 1980 in the Friuli region, near Venice, LTL originally manufactured glass lenses, before developing the direct sales of plastic lenses, beginning in 1990. It supplies independent laboratories and wholesalers in Italy and across Europe, as well as in the Middle East and South Africa.

With 140 employees, LTL reported 2003 sales of €32 million. In addition to its core finished lens business, the company also owns a prescription laboratory near Padua.

The acquisition will strengthen Essilor's position in the European finished lens market, thereby extending its multi-network strategy. By leveraging LTL's customer portfolio, Essilor will benefit from new opportunities to increase the distribution of its products.

LTL will become a wholly owned Essilor subsidiary and maintain its current management team.


 

 


Tri Supreme Joins
Essilor US Network
 

Essilor of America, a subsidiary of Essilor International, has recently acquired Tri Supreme, one of the ten largest prescription laboratories in the United States.

A long-standing Essilor partner, Tri Supreme distributes products under the Varilux® and Crizal® brands. Based in Farmingdale, Long Island, near New York City, the company has 95 employees and generates full-year sales of $14 million.

The acquisition represents an excellent opportunity for Essilor to expand its presence among eye care professionals in the Greater New York area and to develop a portfolio of value-added products featuring Crizal® anti-reflective and Varilux® progressive lenses.

The Tri Supreme management team will retain its current responsibilities.


 

Investor Relations and Financial Communication
Tel: +33 1 49 77 42 16

 

 
 
 
 

New chip's potential as an artificial retina

21 Jun 2004
 


Researchers at the Stanford University School of Medicine have developed a prototype for a new kind of implantable chip they believe could be adapted to serve as both a prosthetic retina for people who suffer from a common form of age-related blindness and as a drug-delivery system that could treat conditions such as Parkinson's disease.

Where other types of chips use electricity to stimulate nerves, this one instead tickles cells with minute amounts of chemicals. Because nerve cells normally communicate with each other by releasing chemicals known as neurotransmitters, the new device points to a more effective way of treating very delicate tissues, such as those in the eye and in the brain.

"People believed that a neurotransmitter device could not be done, in the sense that it wasn't possible to deliver such small volumes of chemicals, but we show that it is possible and that further research along these lines should be done," said Harvey A. Fishman, MD, PhD, director of the Stanford Ophthalmic Tissue Engineering Laboratory, who led the study. Fishman and his interdisciplinary team of colleagues report their findings in this week's advance online issue of Proceedings of the National Academy of Sciences.

The team built a computer chip with four tiny openings, and used it to control the environment of neuron-like cells. The chip exuded droplets of chemicals using electro-osmosis. They then gauged the cells' responses using fluorescent dye. The chip also withdraws fluid when needed, which could prevent a potentially toxic buildup of the chemicals.

"We're very excited about the possibilities that are now available," said Mark Blumenkranz, MD, professor and chair of the Department of Ophthalmology and a co-author of the study. The chip "may allow for graded responses to activation," he added, enabling a more complex range of signals than the simple on/off capabilities of electrical devices.

Although the chip has many potential applications, both in medicine and research, the team is mainly concerned with devising a treatment for age-related macular degeneration, a condition that is the most common cause of blindness. In a healthy eye, vision occurs when light-sensitive cells in the retina convert light into electrical signals that the optic nerve then transmits to the brain.

These cells receive nutrients and excrete waste through a thin layer of cells that covers them. In age-related macular degeneration, this life-giving layer degrades over time, leading to the eventual death of the cells beneath.

Patients with the disease typically lose central vision. In about 80 percent of those patients, some underlying cells remain alive although the cover layer has degraded, and they could potentially be treated with tissue transplants. For the remaining 20 percent of patients, however, a chip implanted on the retina could prove to be the best option. Rather than just four openings, such a chip would have thousands, each filling in for a lost light-sensitive cell that could then relay visual signals to the brain.

"It's almost like an ink-jet printer for the eye," Fishman said.

Because the chip can draw droplets of fluid in as well as out, it could also enable researchers to take samples in real time, giving them a chemical picture of what goes on in living tissues during certain processes. And it could deliver small amounts of drugs precisely where they're needed, such as dopamine in the brains of patients with Parkinson's disease. "It's a very new way to interface with the brain," Fishman said.

However, he estimated the device is still several years away from clinical trials. "We still have to look at how these chips interact with the body and ensure there's no toxicity or clogging of microchannels and so forth," he said. "There are a lot of potential pitfalls, as with any new technology, but the advantages are well worth the potential challenges."

Other Stanford collaborators on the study were Mark Peterman, PhD, a former graduate student in applied physics, and Jaan Noolandi, PhD, senior research scientist in ophthalmology. Funding came from VISX Inc., a California-based company that specializes in the design, manufacture and marketing of proprietary laser vision-correction technologies.

Stanford University Medical Center integrates research, medical education and patient care at its three institutions - Stanford University School of Medicine, Stanford Hospital & Clinics and Lucile Packard Children's Hospital at Stanford. For more information, please visit the Web site of the medical center's Office of Communication & Public Affairs at http://mednews.stanford.edu.

Contact: Michelle Brandt
mbrandt@stanford.edu
650-723-0272
Stanford University Medical Center

 
Cole National Corporation Announces Amendment to Luxottica Merger Agreement;

 

        Sets July 20 Annual Meeting Date to Consider Luxottica Merger
                          and Election of Directors

CLEVELAND, June 2 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ) today announced that its Board of Directors had unanimously approved an amendment to its merger agreement with Luxottica Group S.p.A., and had set July 20, 2004 as the date of its annual meeting of stockholders to consider the Luxottica merger agreement and the election of directors. Under the amendment to the merger agreement, the original $22.50 per share cash merger consideration would be increased by an amount equal to 4% per annum from the date on which Cole National's stockholders approve the merger agreement through the closing date of the merger, subject to the condition that the stockholder approval be obtained, and the annual meeting of stockholders to elect directors be held, on or prior to July 20, 2004. No other change was made to the Luxottica merger agreement in connection with the amendment. Cole National stated that its Board of Directors has reaffirmed its recommendation of the Luxottica merger and the Luxottica merger agreement, as amended. The Luxottica merger agreement, as amended, is subject to approval by Cole National stockholders, receipt of regulatory approvals and other customary conditions. The merger is expected to close in the second half of 2004.

Prior to the consummation of the Luxottica merger, whether before or after Cole National stockholder approval of the Luxottica merger agreement, under the circumstances and subject to the conditions set forth in the Luxottica merger agreement (including the obligation to provide Luxottica an opportunity to revise the terms of its proposed transaction), Cole National has the right to terminate the Luxottica merger agreement and enter into an agreement relating to a superior proposal. As previously announced, on April 15, 2004, Moulin International Holdings Limited submitted an unsolicited, non-binding offer to acquire Cole National in a merger at a price of $25.00 per share in cash, and Cole National postponed the special meeting of stockholders that had been scheduled for April 20, 2004 to consider the Luxottica transaction. On May 13, 2004, Cole National announced that Moulin had informed Cole National that one of Moulin's financing sources was not prepared to go forward with its financial commitment on the basis contemplated in Moulin's acquisition proposal, and that Moulin was continuing to evaluate alternatives. Moulin has informed Cole National that it is working to finalize restructured financing arrangements that could allow Moulin's proposal to proceed. There can be no assurance as to whether discussions with Moulin will continue, whether Moulin will be able to obtain financing for its proposal, whether any agreement with Cole National would result from any such discussions, or the terms and conditions thereof.

Stockholders of record of Cole National as of May 21, 2004 will be entitled to vote on the matters to be considered at the annual meeting of stockholders, including the Luxottica transaction. Cole National plans to mail definitive proxy material to its stockholders relating to the annual meeting on or about June 7, 2004.

About Cole National

Cole National Corporation's vision business, together with Pearle franchisees, has 2,178 locations in the U.S., Canada, Puerto Rico and the Virgin Islands and includes Cole Managed Vision, one of the largest managed vision care benefit providers with multiple provider panels and nearly 20,000 practitioners. Cole's personalized gift business, Things Remembered, serves customers through 727 locations nationwide, catalogs, and the Internet at http://www.thingsremembered.com . Cole National also has a 21% interest in Pearle Europe, which operates retail optical locations in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden.

Cole National filed a definitive proxy statement containing information about the proposed Luxottica merger with the United States Securities and Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged to read because it contains important information. Cole National intends to file on June 4, 2004 a definitive annual meeting proxy statement and other relevant documents concerning the proposed Luxottica transaction and the other matters to be considered at the 2004 Annual Meeting of Cole National with the SEC, which stockholders are urged to read when it becomes available, because it will contain important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement, the annual meeting proxy statement (when it is available) and other documents filed by Cole National with the SEC at the SEC's website, http://www.sec.gov . In addition, documents filed with the SEC by Cole National will be available free of charge from Cole National.

Cole National and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Cole National in favor of the proposed Luxottica transaction and the other matters to be considered at the 2004 Annual Meeting of Cole National. Information concerning the participants in the proxy solicitation will be set forth in the definitive proxy statement as filed with the SEC, as it may be amended or supplemented.

Safe Harbor Statement

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 which are anticipated. Such risks and uncertainties include, but are not limited to, risks that the Luxottica merger will not be completed, risks that stockholder approval may not be obtained for the Luxottica merger, legislative or regulatory developments that could have the effect of delaying or preventing the Luxottica merger, uncertainties as to whether any transaction will be entered into with Moulin or, if entered into, will be consummated, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to effectively integrate recently acquired businesses, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in Cole National's filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and Cole National does not assume any obligation to update them.

SOURCE  Cole National Corporation
    -0-                             06/02/2004
    /CONTACT: Joseph Gaglioti of Cole National Corporation, +1-330-486-3100,
or Victoria Weld or Ruth Pachman, both of Kekst and Company, +1-212-521-4800/
    /Web site:  http://www.colenational.com /
    (CNJ)

CO:  Cole National Corporation
ST:  Ohio
IN:  REA
SU:  TNM

CF-JK 
-- CLW073 --
5304 06/02/2004 17:16 EDT http://www.prnewswire.com
blank
 

 

 
 

May 13, 2004

Garmin® G1000™ System Certified in Diamond Aircraft’s DA42 Twin Star

 Corporate   

OLATHE, Kan./May 13, 2004/PR Newswire — Garmin International Inc., a unit of Garmin Ltd. (Nasdaq: GRMN), today announced that the company’s G1000 integrated avionics system has been certified by the European Aviation Safety Agency (EASA) in the Diamond DA42 Twin Star. The Type Certificate (TC) was presented to Diamond Aircraft Industries GmbH for its DA42, which features the G1000 as standard equipment, during a special ceremony this morning at the 2004 Berlin Air Show (ILA), commemorating the first new aircraft certification granted by EASA.

This event also marked the first aircraft-level certification for the Garmin G1000 system.

"We are excited for Diamond Aircraft, because the G1000 perfectly complements this innovative aircraft design," said Gary Kelley, Garmin’s director of marketing. "This milestone could not have been achieved without the hard work, dedication and cooperation of a talented team of Diamond and Garmin personnel. The team effort on this project resulted in the certification of this new twin-engine aircraft, together with the first truly integrated, all-glass flightdeck in this aircraft class."

The G1000 system aboard the DA42 Twin Star boasts two 10.4-inch, high-definition LCDs. These active-matrix displays feature XGA resolution (1,024x768-pixel count) and are capable of presenting data in brilliant, sunlight-readable color.

  • The primary flight display (PFD) replaces traditional cockpit instruments and digitally integrates flight information on a single, large-format display for easier interpretation by the pilot. The PFD interfaces with Garmin’s innovative Attitude and Heading Reference System (AHRS), which features rapid, in-motion alignment — and can reliably align, even while the aircraft is in flight.
  • The multifunction display (MFD) puts all aircraft-systems monitoring and flight-planning functions at the pilot’s fingertips. The MFD paints a composite view of the aircraft’s environment, enhancing situational awareness and providing the pilot with all necessary information to make safe decisions during each phase of flight. Engine performance and situational data such as location, terrain, traffic, weather and airport information are all digitally depicted and can be easily interpreted at a glance on the large-format display.
  • The integrated design and reversionary capabilities of the G1000 allow all flight-critical data to transfer seamlessly to a single display — in the unlikely event of a display failure — for added safety and peace of mind during flight.

The Diamond DA42 Twin Star is a four-seat, all-carbon composite, twin-engine piston aircraft that features highly efficient, FADEC-controlled Thielert turbo-diesel power plants. With a standard tank capacity of 52 gallons and low fuel consumption, the DA42’s range is 780 to 1,700 nautical miles, depending on the power setting.

Garmin has already commenced technical training of its worldwide service-center network regarding the installation and maintenance of the G1000 system, demonstrating the company’s commitment to supporting the G1000 on an international scale.

 

Garmin Garmin International Inc. is a member of the Garmin Ltd. (Nasdaq: GRMN) group of companies, which designs and manufactures navigation, communication and information devices — most of which are enabled by GPS technology. Garmin is a leader in the general aviation and consumer GPS markets and its products serve aviation, marine, outdoor recreation, automotive, wireless and OEM applications. Garmin Ltd. is incorporated in the Cayman Islands, and its principal subsidiaries are located in the United States, Taiwan and the United Kingdom. For more information, visit Garmin's virtual pressroom at www.garmin.com/pressroom or contact the Media Relations department at 913-397-8200. Garmin is a registered trademark, and G1000 is a trademark of Garmin Ltd. or its subsidiaries.

Diamond Aircraft is a leading manufacturer of composite aircraft that use new technology when appropriate to significantly benefit their customers. As the only manufacturer offering both two- and four-seat certified aircraft, the company is geared to serving both the training market as well as the recreational flying market. For information on Diamond Aircraft, call 888-359-3220 or visit the website at www.diamondair.com (North America) or www.diamond-air.at (International).

Notice on forward-looking statements:
This release includes forward-looking statements regarding Garmin Ltd. and its business. Any statements regarding the company’s product introductions and expected product availability dates are forward-looking statements. The forward-looking events discussed in this release may not occur and actual results could differ materially as a result of risk factors affecting Garmin, including (but not limited to) risk factors listed in the Annual Report on Form 10-K for the year ended December 27, 2003, filed by Garmin with the Securities and Exchange Commission (Commission file number 0-31983). A copy of Garmin’s Form 10-K can be downloaded from www.garmin.com/aboutGarmin/invRelations/finReports.html.

 

 

 

 
 
 
Cole National Corporation Board Authorizes Discussions with Moulin International Holdings Limited

 

CLEVELAND, April 20 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ) announced today that its Board of Directors has determined to provide access to non-public information, subject to an appropriate confidentiality agreement, and enter into discussions or negotiations with Moulin International Holdings Limited and its representatives and financing sources in accordance with the terms of the existing merger agreement between Cole National and Luxottica Group S.p.A. As announced yesterday, Moulin has submitted an unsolicited, non-binding offer to acquire Cole National in a merger at a price of $25.00 per share in cash.

Cole National stated that its Board of Directors has not withdrawn, modified or changed its recommendation of the Luxottica merger, and the merger agreement with Luxottica remains in effect.

About Cole National

Cole National Corporation's vision business, together with Pearle franchisees, has 2,197 locations in the U.S., Canada, Puerto Rico and the Virgin Islands and includes Cole Managed Vision, one of the largest managed vision care benefit providers with multiple provider panels and nearly 20,000 practitioners. Cole's personalized gift business, Things Remembered, serves customers through 728 locations nationwide, catalogs, and the Internet at www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which has 1,487 optical stores in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden.

Cole National filed a definitive proxy statement containing information about the proposed Luxottica merger with the United States Securities and Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged to read because it contains important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement and other documents filed by Cole National with the SEC at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cole National will be available free of charge from the Company.

Cole National and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Cole National in favor of the proposed Luxottica transaction. Information concerning the participants in the proxy solicitation is set forth in the definitive proxy statement as filed with the SEC.

Safe Harbor Statement

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 which are anticipated. Such risks and uncertainties include, but are not limited to, risks that the Luxottica merger will not be completed, risks that stockholder approval may not be obtained for the Luxottica merger, legislative or regulatory developments that could have the effect of delaying or preventing the Luxottica merger, uncertainties as to whether any transaction will be entered into with Moulin or, if entered into, will be consummated, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to effectively integrate recently acquired businesses, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in Cole National's filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and Cole National does not assume any obligation to update them.

     Contact:
     Cole National Corporation          or Kekst and Company
     Joseph Gaglioti                    Victoria Weld/Ruth Pachman
     Tel.: +1 330-486-3100              Tel.: +1 212-521-4800
SOURCE  Cole National Corporation
    -0-                             04/20/2004
    /CONTACT:  Joseph Gaglioti of Cole National Corporation, +1-330-486-3100;
Victoria Weld or Ruth Pachman, both of Kekst and Company, +1-212-521-4800, for
Cole National Corporation/
    /Web site:  http://www.thingsremembered.com /
    (CNJ)

CO:  Cole National Corporation; Moulin International Holdings Limited;
     Luxottica Group S.p.A.
ST:  Ohio
IN:  REA HEA
SU:

HC 
-- NYTU109 --
7185 04/20/2004 08:31 EDT http://www.prnewswire.com
 
 
Cole National Corporation Receives Unsolicited Acquisition Proposal; Postpones Special Meeting of Stockholders

 

CLEVELAND, April 19 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ) today announced that it received an unsolicited, non-binding offer on Thursday evening, April 15, 2004, from Moulin International Holdings Limited to acquire Cole National in a merger at a price of $25.00 per share in cash. The offer is subject to, among other things, the execution of definitive agreements, approval by Cole National's stockholders, receipt of regulatory approvals and other customary conditions. The proposal contemplates that HAL Holding, N.V., which owns approximately 19.2% of Cole National's outstanding shares, will provide substantial financing for the transaction, including by purchasing certain assets of Cole National at the closing of the proposed merger. Moulin also delivered written financial commitments from other financing sources for additional financing required for the transaction, which are subject to confirmatory legal and business due diligence (which they anticipate completing within one week of obtaining access to Cole National's confidential information) and other customary conditions.

As previously announced, in January 2004 Cole National entered into a merger agreement with Luxottica Group S.p.A. pursuant to which Luxottica would acquire Cole National in a merger at a price of $22.50 per share in cash. The Luxottica merger agreement is subject to approval by Cole National stockholders, receipt of regulatory approvals and other customary conditions. Cole National stated that its Board of Directors has not withdrawn, modified or changed its recommendation of the Luxottica merger, and the merger agreement with Luxottica remains in effect. The board of directors of Cole National will review the Moulin proposal and make a determination whether to provide access to non-public information and enter into discussions or negotiations with Moulin in accordance with the terms of the Luxottica merger agreement. There is no assurance as to whether discussions with Moulin will occur, whether any agreement would result from any such discussions, or the terms and conditions thereof.

Cole National also announced that as a result of the unsolicited Moulin proposal it will postpone the special meeting of stockholders scheduled for Tuesday, April 20, 2004, to a date to be announced in order to permit Cole National to file and distribute updated proxy materials.

About Cole National

Cole National Corporation's vision business, together with Pearle franchisees, has 2,197 locations in the U.S., Canada, Puerto Rico and the Virgin Islands and includes Cole Managed Vision, one of the largest managed vision care benefit providers with multiple provider panels and nearly 20,000 practitioners. Cole's personalized gift business, Things Remembered, serves customers through 728 locations nationwide, catalogs, and the Internet at www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which has 1,487 optical stores in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden.

Cole National filed a definitive proxy statement containing information about the proposed Luxottica merger with the United States Securities and Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged to read because it contains important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement and other documents filed by Cole National with the SEC at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cole National will be available free of charge from the Company.

Cole National and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Cole National in favor of the proposed Luxottica transaction. Information concerning the participants in the proxy solicitation is set forth in the definitive proxy statement as filed with the SEC.

Safe Harbor Statement

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 which are anticipated. Such risks and uncertainties include, but are not limited to, risks that the Luxottica merger will not be completed, risks that stockholder approval may not be obtained for the Luxottica merger, legislative or regulatory developments that could have the effect of delaying or preventing the Luxottica merger, uncertainties as to whether any transaction will be entered into with Moulin or, if entered into, will be consummated, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to effectively integrate recently acquired businesses, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in Cole National's filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and Cole National does not assume any obligation to update them.

     Contact:
     Cole National Corporation            or Kekst and Company
     Joseph Gaglioti                      Victoria Weld/Ruth Pachman
     Tel.: +1 330-486-3100                Tel.: +1 212-521-4800
SOURCE  Cole National Corporation
    -0-                             04/19/2004
    /CONTACT:  Joseph Gaglioti of Cole National Corporation, +1-330-486-3100;
or Victoria Weld, or Ruth Pachman, both of Kekst and Company, +1-212-521-4800,
for Cole National Corporation /
    (CNJ)

CO:  Cole National Corporation; Moulin International Holdings Limited;
     HAL Holding, N.V.; Luxottica Group S.p.A.
ST:  Ohio
IN:  HEA REA
SU:  TNM

AA 
-- NYM119 --
4689 04/19/2004 08:00 EDT http://www.prnewswire.com

 

 
 
Cole National Announces Fourth Quarter and Fiscal Year 2003 Results

 

CLEVELAND, April 13 /PRNewswire-FirstCall/ -- Cole National Corporation (NYSE: CNJ), a leading retailer of optical services and personalized gifts with over 2,900 locations throughout North America and the Caribbean and one of the nation's largest providers of managed vision care benefits, today announced results for the fourth quarter and fiscal year ended January 31, 2004. The Company filed its Form 10-K for the fiscal year on April 12, 2004.
    Financial and Operating Highlights
     - Fourth quarter revenue rose to $309.4 million from $294.8 million in
       last year's fourth quarter.  The Company reported fourth quarter net
       income of $4.2 million, or $0.25 per diluted share, compared to net
       income of $1.6 million, or $0.10 per share, for the same period in
       2002.

     - For fiscal 2003, revenue rose to $1,201.8 million from
       $1,148.1 million.  The Company reported a net loss of $10.7 million, or
       $0.65 per diluted share, compared to a net loss of $5.1 million, or
       $0.32 per diluted share, for fiscal 2002.

     - The fourth quarter's pre-tax results include $5.0 million in unusual
       items -- including expenses related to the Company's proposed merger
       with Luxottica S.p.A. -- compared to $6.9 million in last year's fourth
       quarter. For fiscal 2003, unusual items totaled $26.8 million compared
       to $9.4 million for fiscal 2002.

     - Pre-tax results for fiscal 2003 include a non-cash compensation expense
       of $3.2 million relating to the increase in value of vested stock
       options which have a provision permitting option holders to exercise
       options on a net basis without cash.  The exercise of options utilizing
       this provision in 2003 created an arrangement that requires variable
       accounting for all outstanding vested options which have this
       provision, beginning with the third quarter of fiscal 2003. The Company
       has filed a Form 10-Q/A for the third quarter to reflect this change.

     - Overall, same store sales in the Company's vision segment increased
       4.4% in the fourth quarter and 3.8% for the fiscal year.

     - Same store sales in the Company's gift segment, Things Remembered,
       increased 1.6% in the fourth quarter and 3.7% for the fiscal year.

Larry Pollock, President and CEO, commented, "For the year, Cole National increased same store sales at Cole Vision despite an environment of increased competition and promotion in the optical retail industry. We also substantially improved results at Things Remembered. Moreover, fiscal 2003 ended on a positive note, with fourth quarter net income of $4.2 million and earnings per diluted share of $0.25. For the year as a whole, however, Cole National's profitability was negatively impacted by a wide variety of unusual items, including expenses related to the retirement of the Company's former chairman and chief executive officer, our proposed merger with Luxottica Group S.p.A., and the previously disclosed litigation in California. Profitability was also impacted by a reduction in gross margin rate in the optical segment, although this was partially offset by the operating improvements at Things Remembered. Pre-tax results for the year also include a non-cash compensation expense of $3.2 million relating to variable accounting for stock options.

"Within Cole Licensed Brands, same store sales rose 5.4% at Sears Optical, 17.6% at Target Optical and 15.4% at BJ's Optical during the fourth quarter. Overall, same store sales at Cole Licensed Brands increased 7.4% and the average spectacle transaction price rose 7.4% as a result of improved selling by store personnel and our focus on selling premium products and additional features such as non-glare coatings. For the year, Cole Licensed Brands' same store sales rose 5.7% and the average spectacle transaction price increased 3.7%. In March 2004 we extended our agreement with Target Corporation through May 6, 2007 under modified terms. We are very pleased with the outcome of our discussions and look forward to continuing the relationship.

"At Pearle Vision, same store sales at the U.S. company-owned stores increased 0.8% for the year, although they declined 1.3% in the fourth quarter. Same store sales for franchise stores decreased 0.3% and 0.8% for the year and the quarter, respectively. Consolidated Pearle Vision same store sales increased 0.2% for the year, but decreased 1.1% in the fourth quarter. The fourth quarter decreases were caused by lower customer traffic.

"Despite these pressures, average spectacle transaction price increased 6.7% at Pearle Vision's company-owned stores for the quarter and 4.3% for the year as a result of our increased focus on premium products. In the fourth quarter, almost 12% of all sales at the company-owned stores were charged to the new Pearle Vision Preferred Card, which gives us the opportunity to market directly to cardholders and provides extended payment terms to customers for up to six months at no cost.

"Managed care revenue increased both in the fourth quarter and throughout 2003 due to the number of capitated plans sold to employers, health plans and associations. In addition, the laser vision correction services we offer our managed care customers improved in profitability. However, during the quarter, processing cost per claim increased, primarily due to changes required by the Health Insurance Portability and Accountability Act (HIPAA). Amortization of the Patriot claims management system also contributed to the increase. As previously announced, in 2003 we were very pleased to renew our relationship with AARP, for which we provide a vision program covering approximately 35 million members, and with AETNA, for which we provide vision care services for 13 million members."

Mr. Pollock continued, "At Things Remembered, same store sales increased 1.6% during the fourth quarter and 3.7% in 2003. The average transaction rose 7.3% and 7.6% for the quarter and the year, respectively. As we expected, Things Remembered's loyalty program, which by year-end included 875,300 members, increased purchase frequency and made a very positive contribution to sales. Greater sales efforts by our store associates also strengthened results. Things Remembered's direct business, which includes catalogs and the Internet, produced year-over-year increases in sales and earnings in the fourth quarter and the full year."

Proposed Merger with Luxottica Group S.p.A.

On January 26, 2004, the Company announced that it entered into a definitive merger agreement with Luxottica Group S.p.A. Under the agreement, Luxottica will acquire the Company in a merger, pursuant to which each outstanding share of the Company will be converted into the right to receive $22.50 per share in cash. The total purchase price, including all outstanding options and similar equity rights, is approximately $400 million. The merger is subject to the approval of the Company's stockholders and the satisfaction of other customary conditions, including compliance with applicable antitrust clearance requirements.

On February 27, 2004 the Company and Luxottica filed pre-merger notifications with the U.S. antitrust authorities pursuant to the Hart-Scott- Rodino Antitrust Improvements Act of 1976 ("the HSR Act"). On March 30, 2004, the Company and Luxottica jointly announced that they had received requests from the Federal Trade Commission ("FTC") for additional information and documentary material with respect to the merger. Accordingly, the waiting period under the HSR Act has been extended until the 30th day after the date of substantial compliance with the request by both parties, unless earlier terminated by the FTC. The Company and Luxottica have agreed to use their best efforts to respond to the request as promptly as practicable. A Special Meeting of the Company's stockholders to consider and vote upon the merger is scheduled for April 20, 2004. The transaction is currently expected to close in the second half of 2004.

Financial Results for Fourth Quarter

Revenues for the fourth quarter of 2003 rose 4.9% to $309.4 million from $294.8 million as a result of the 3.5% same store sales increase in the Company's vision and gift businesses and increased revenue from managed vision care programs.

The overall gross margin rate for the fourth quarter was 62.0% compared to 62.9% last year. In the Company's vision segment, the gross margin rate declined due to many factors, including the shift in revenue mix at Cole Managed Vision toward more funded programs and higher utilization within these funded programs; increased sales of higher cost premium lenses and frames; lower gross margin for contact lens sales; and higher obsolescence costs at Cole Licensed Brands. Things Remembered's gross margin rate improved due to higher product margin and an increase in average sale per transaction. The fourth quarter personalization sales were equal to last year's level. This was a change in trend from the previous nine months of 2003, when personalization sales were declining.

Operating expenses as a percent of sales in the fourth quarter was 58.2% compared to 59.7% last year. The improvement resulted from lower non-store expenses in both Things Remembered and Cole Licensed Brands; strong store level expense controls in both Things Remembered and Pearle Vision; and a reduction in unusual charges in 2003 compared to the prior year's fourth quarter.

Net income per diluted share for the fourth quarter was $.25 compared to $.10 per share last year. The improvement was a result of increased operating earnings at Things Remembered combined with a lower tax rate somewhat offset by a decrease in operating earnings in the vision segment and higher net interest expense as a result of reduced foreign currency gains.

Financial Results for Fiscal Year 2003

Revenue for fiscal year 2003 was $1,201.8 million compared to last year's $1,148.1 million. The improvement was primarily as a result of same stores sales increases of 3.8% and 3.7% in the Company's vision and gift segments, respectively, and of increased revenues from managed vision care programs.

Gross margin as a percent of sales for fiscal 2003 was 62.7% compared to 64.1% in fiscal 2002. Both the vision and gift segments experienced decreases in gross margin. The vision segment was impacted by the same trends that affected the fourth quarter. Things Remembered was impacted by lower levels of personalization sales for the year as a whole.

Operating expenses as a percent of sales for fiscal 2003 were 62.2% compared to 61.7% in fiscal 2002. The increase resulted from $26.8 million of unusual expenses, detailed in the Company's Form 10-K filing, although these were somewhat offset by improved operating leverage in both the vision and gift segments and by increases in same store sales and good expense control.

The $3.2 million compensation expense relating to stock options resulted from the utilization of a provision in the Company's option plans permitting option holders to exercise options on a non-cash basis and receive a number of shares from the Company equal only to the net value of the options in excess of the exercise price. Prior to fiscal 2003, the Company appropriately accounted for such options on a fixed basis based on a presumption that this provision would not be utilized, as evidenced by the Company's historical experience. The utilization of this provision by option holders requires the Company to use variable accounting for all its outstanding vested options under these option plans beginning with the third quarter of fiscal year 2003. Accordingly, the $3.2 million non-cash compensation expense represents the net value, or spread, of all such vested options based upon the Company's stock

price at the end of the fiscal year. The Company has filed a Form 10-Q/A for the third quarter of fiscal 2003 to reflect this change.

For fiscal 2003, the Company reported a loss of $0.65 per diluted share compared to last year's loss of $0.32 per diluted share. The loss was primarily the result of the incurrence of unusual charges; a decrease in operating results in the vision segment; and a lower tax benefit as compared to last year. The decrease was somewhat offset by improved operating income from Things Remembered. Last year's results included an extraordinary loss on the early extinguishment of debt, net of related tax benefit, of $7.2 million, representing the payment of premiums and other costs of retiring notes and the write-off of unamortized discount and deferred financing fees.

Non-GAAP Financial Measure

As a retailer, the Company believes that a measure of same store sales performance is important for understanding its operations. Same store sales growth is a non-GAAP financial measure of performance at stores open at least 12 months, which includes deferred warranty sales on a cash basis and undelivered customer orders, and does not reflect provisions for returns, remakes, and certain other items. Adjustments to the cash basis sales information accumulated at the store level are made for these items on an aggregate basis. This measure is consistent with the measures previously used in the Company's reports. A reconciliation of same store sales to revenue is set forth in Schedule II.

Certain Operating and Expense Trends

Same store sales in the Company's vision segment experienced strong double-digit increases during the first two months of the 2004 fiscal year compared to the same period in fiscal 2003. The performance within the segment was varied, with Cole Licensed Brands posting strong double-digit results and Pearle Vision's company-owned stores posting low single-digit increases. Things Remembered generated same store sales increases in the high single- digits. There is no assurance that these same store sales trends will continue for the remainder of the first quarter of fiscal 2004.

As a result of the new agreement with Target Corporation, the Company closed 25 stores in the first quarter of fiscal 2004 and will incur a charge of $2.2 million related to store closing costs.

Costs associated with the California litigation, the merger agreement with Luxottica, and the SEC investigation are expected to continue in 2004. However, many of the unallocated corporate expenses, such as the costs related to the retirement of the former chief executive officer, shareholder settlement and restatement audit fees, are not expected to recur. In addition, the Company expects that compensation expense relating to variable accounting of stock options will be substantially reduced in 2004. The Company expects its profit performance to improve in fiscal 2004 as a result of revenue growth, expense controls and the non-recurrence or reduction of the aforementioned unallocated corporate expenses

 
MILAN, Italy, and CLEVELAND, March 30 /PRNewswire-FirstCall/ -- Luxottica Group S.p.A. (NYSE: LUX; MTA: LUX) and Cole National Corporation (NYSE: CNJ), today jointly announced that they had received a request from the Federal Trade Commission (FTC) for additional information and documentary material with respect to the proposed acquisition by Luxottica Group of Cole National through a merger. Accordingly, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act has been extended until the 30th day after the date of substantial compliance with the request by both parties, unless earlier terminated by the FTC. Luxottica Group and Cole National have agreed to use their best efforts to respond to the request as promptly as practicable.

As announced on January 26, 2004, Luxottica Group and Cole National have entered into a merger agreement pursuant to which Cole National would become a subsidiary of Luxottica Group, and Cole National's stockholders would receive US$ 22.50 in cash for each share. Cole National has scheduled a Special Meeting of Stockholders for April 20, 2004, to consider and vote upon the merger. The merger is expected to close in the second half of 2004.

About Luxottica Group S.p.A.

Luxottica Group is the world leader in the design, manufacture, marketing and distribution of prescription frames and sunglasses in mid- and premium-priced categories. The Group's products are designed and manufactured in its six facilities in Italy and one in the People's Republic of China. The lines manufactured by Luxottica Group include over 2,450 styles in a wide array of colours and sizes and are sold through 21 wholly-owned subsidiaries in the United States, Canada, Italy, France, Spain, Portugal, Sweden, Germany, the United Kingdom, Brazil, Switzerland, Mexico, Belgium, Argentina, South Africa, Finland, Austria, Norway, Japan, Hong Kong and Australia; two 75%- owned subsidiaries in Israel and Poland; a 70%-owned subsidiary in Greece; three 51%-owned subsidiaries in the Netherlands, Turkey and Singapore, one 49%-owned subsidiary in the Arab Emirates and one 44%-owned subsidiary in India.

In September 2003, Luxottica Group acquired OPSM, the leading eyewear retailer in Australia. In March 2001, Luxottica Group acquired Sunglass Hut International, a leading sunglass retailer with approximately 1,900 stores worldwide. This followed the acquisitions of Bausch & Lomb sunglass business, which includes the prestigious Ray-Ban(R), Revo(R), Arnette(TM) and Killer Loop(R) brands, in June 1999, and LensCrafters, the largest optical retail chain in North America, in May 1995. For fiscal 2003, Luxottica Group posted net sales and net income respectively of EUR 2,824.0 and EUR 267.3 million. Additional information on the company is available on the web at www.luxottica.com.

About Cole National

Cole National Corporation's vision business, together with Pearle franchisees, has 2,197 locations in the U.S., Canada, Puerto Rico and the Virgin Islands and includes Cole Managed Vision, one of the largest managed vision care benefit providers with multiple provider panels and nearly 20,000 practitioners. Cole's personalized gift business, Things Remembered, serves customers through 728 locations nationwide, catalogs, and the Internet at www.thingsremembered.com. Cole also has a 21% interest in Pearle Europe, which has 1,487 optical stores in Austria, Belgium, Denmark, Estonia, Finland, Germany, Italy, Kuwait, Norway, the Netherlands, Poland, Portugal and Sweden.

Cole National filed a definitive proxy statement containing information about the proposed merger with the United States Securities and Exchange Commission (the "SEC") on March 15, 2004, which stockholders are urged to read because it contains important information. Stockholders may obtain, free of charge, a copy of the definitive proxy statement and other documents filed by Cole National with the SEC at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Cole National will be available free of charge from the Company. Cole National and its directors and executive officers and certain other of its employees may be soliciting proxies from stockholders of Cole National in favor of the proposed transaction. Information concerning the participants in the proxy solicitation is set forth in the preliminary proxy statement as filed with the SEC.

Safe Harbor Statement

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 which are anticipated. Such risks and uncertainties include, but are not limited to, risks that the merger will not be completed, risks that stockholder approval may not be obtained, legislative or regulatory developments that could have the effect of delaying or preventing the merger, fluctuations in exchange rates, economic and weather factors affecting consumer spending, the ability to successfully introduce and market new products, the ability to effectively integrate recently acquired businesses, the ability to successfully launch initiatives to increase sales and reduce costs, the availability of correction alternatives to prescription eyeglasses, as well as other political, economic and technological factors and other risks referred to in the respective companies' filings with the Securities and Exchange Commission. These forward- looking statements are made as of the date hereof, and neither Luxottica Group nor Cole National assumes any obligation to update them.

SOURCE  Luxottica Group S.p.A.; Cole National Corporation
    -0-                             03/30/2004
    /CONTACT: Sabina Grossi, Director, Investor Relations, Luca Biondolillo,
Investor & Media Relations, or Alessandra Senici, Investor Relations, all of
Luxottica Group S.p.A., +39-02-8633-4665, Investorrelations@luxottica.com; or
Joseph Gaglioti of Cole National Corporation, +1-330-486-3100; Victoria Weld
or Ruth Pachman, both of Kekst and Company, +1-212-521-4800; or Alex Fudukidis
of Breakstone & Ruth International, +1-646-536-7012/
    /Web site:  http://www.luxottica.com
                http://www.thingsremembered.com /
    (CNJ LUX)

CO:  Luxottica Group S.p.A.; Cole National Corporation
ST:  Italy, Ohio
IN:  FAS HEA HOU REA TEX
SU:  TNM

DE-BE 
-- NYTU073 --
2738 03/30/2004 01:44 EST http://www.prnewswire.com
 
 
December 9, 2003
 
ONLINE PRESCRIPTION DRUG SALES LEAD TO INDICTMENTS
Three companies and 10 individuals have been charged with violating the Food, Drug and Cosmetic Act and the Controlled Substances Act, money laundering and conspiracy for selling misbranded prescription drugs over the internet, the Justice Department said.

According to the indictment, the companies - USA Prescription, Chhabra Group and VKC Consulting - allowed consumers to order prescription drugs and controlled substances online without face-to-face meetings with physicians. The Justice Department claims the defendants used websites to illegally promote and sell misbranded products, including the erectile dysfunction drug Viagra (sildenafil citrate) and several weight loss drugs.

In addition to the companies, five individual officers, owners and operators were charged separately, as was the co-owner and pharmacist-in-charge of Rx Direct and four physicians who allowed their names to be used on vials of drugs illegally distributed by the companies.

The various individuals face up to 20 years in prison on the top charges in the 108-count indictment, and the companies face forfeiture of up to $125 million in profits from the alleged conspiracy to violate the law, Justice said.



 

 
September 10, 2003

 

PRESS RELEASE

New Acquisitions of Prescription Laboratories
in North America

Charenton-le-Pont, France (September 10, 2003) -- Essilor, the world leader in ophthalmic optical products, announced today that it has acquired three more prescription laboratories.

 

Essilor of America, Essilor’s subsidiary in the United States, has finalized the acquisition of Omni Optical Lab, a prescription laboratory owned by Consolidated Vision Group, which also owns one of the top ten U.S. optical chains. Omni Optical Lab delivers a wide range of products to eye care professionals in six southern U.S. states. With 80 employees in Beaumont, Texas, it reported sales of $11 million in 2002.
 

Omni Optical Lab will distribute Varilux® progressive lenses and Crizal® anti-reflective lenses, enabling Essilor to increase its geographic and product market share. Omni Optical Lab will retain its current management team.

 

In Canada, Essilor has acquired a controlling interest in Optique de l’Estrie, headquartered in Sherbrooke, Quebec, and OPSG, based in London, Ontario. The two prescription laboratories have combined sales of C$2.5 million.
 


 

 

Archive of News Flashes from Main Page


August 25, 2003

BMC to Focus on Vision-Ease, Reduces Corporate Staff and Workforce
 
 
 

MINNEAPOLIS--BMC Industries (NYSE: BMM) said it will close its non-mask etching and some related businesses in order to focus on its ophthalmic lens business, Vision-Ease. Douglas Hepper, BMC chairman and CEO and Vision-Ease president, in an investor conference call on August 19 regarding its Q2 results, said the moves will leverage the strengths of its lower-cost manufacturing facility in Jakarta, Indonesia and reduce excess inventory and improve production yields at its Ramsey, Minn. facility.

Vision-Ease has eliminated 31 positions at the division level and corporate office, along with a workforce reduction of 89 salaried employees at its Cortland, N.Y. plant in June. The closing of its Tatabanya, Hungary facilities in June reduced payroll by approximately 375 employees. Vision-Ease has also reduced 7,000 SKU's, almost exclusively in glass, which are less than three percent of Vision-Ease sales, according to Michael Ness, VP sales and marketing for Vision-Ease.

 
Vol. No: 17:15Issue: 8/21/03

 

National Vision Chain Has Layoffs in Headquarters, Field
 
 
 

LAWRENCEVILLE, Ga.--As part of what president/CEO Reade Fahs called a move “to reduce our overall cost structure,” the National Vision chain (NASDAQ: NVI) laid off 15-16 percent of its home-office and field-supervision groups on Monday. Last week the 495-unit chain announced a net loss of $4.8 million for the first half of this year.

Fahs said the “downsizing” would result in annualized savings of $2 million for the company; a $450,000 charge for severance payments related to the layoffs will be taken in Q3.

 
Vol. No: 17:15Issue: 8/21/03

February 4, 2003

OMS welcomes New Distributor for Japan

OMS is pleased to announce that SIMON Associates of Japan have become exclusive distributors of OMS lens treatment products including Micro-Tints in Japan.

Simon Associates is the GERBER-COBURN Distributor  in Japan for over 25 years


NEWS FLASH APRIL 7, 2002

 

Hoya ordered to halt misleading ads for eyeglasses


The Fair Trade Commission said Friday it has ordered eyeglass manufacturer Hoya Corp. to stop making misleading claims about its products.
Between May 1996 and last November, Hoya claimed some of its eyeglasses with plastic lenses were processed with a special coating called siplus to strengthen them.

At least 36,000 lenses sold to 18,000 people did not, however, undergo the complete coating process, the FTC said.

Hoya did without some of the coating processes at its four factories and shipped the lenses to eyeglass retailers to meet delivery deadlines, the regulatory agency said.

Plastic lenses with the coating can be several times stronger than ordinary lenses, according to Hoya.

The FTC ordered Hoya to apologize to consumers through the media or through other means.

Hoya, based in Tokyo, is capitalized at about 6.2 billion yen. It has a roughly 40 percent share of the domestic market for eyeglass lenses, which is worth 210 billion yen on a shipment basis.

The Japan Times: March 29, 2003
(C) All rights reserved


Essilor Acquires Nassau Lens
 
 
 

NORTHVALE, N.J.--Essilor of America has acquired Nassau Lens Company, the country's largest direct distributor of stock lenses to eyecare professionals. Nassau Lens will be a wholly owned subsidiary of Essilor. Nassau's labs, which do business as Nova Optical and Eagle Optical, will remain separate from Essilor's U.S. wholesale lab network.

Nassau, a privately owned company headquartered here, operates throughout the U.S. with 12 locations and 400 employees. It reported sales of $62 million in 2002.

Nassau's current management, including president Mike Pildes, remains in place.

Essilor's purchase does not include Avalon, a frame supply and distribution business operated by Nassau.

The acquisition includes Nassau's three wholesale optical laboratories in New York, Florida, and Texas. The company also distributes soft contact lenses.

 
Vol. No: 17:10Issue: 6/5/03

 

Investment Firms, Execs Buy Hilco
 
 
 

PLAINVILLE, Mass.--New York City equity-investment firms ICV Capital Partners and Palladium Equity Partners have joined with Hilsinger Company's (Hilco) top management and board members to acquire the company. Hilco president/CEO Bob Nahmias, one of the executives participating in the transaction, continues to lead the company, which did about $44 million in revenues in 2002, an announcement said.

Since 1994 Hilco's primary owner had been another investment firm, Capital Partners of Greenwich, Conn.

"This will have no huge impact on Hilco's day-to-day business," Nahmias said. "But ICV and Palladium come to the table with significant additional capital that will help in our ongoing acquisition strategy."

 
Vol. No: 17:10Issue: 6/5/03
Sunglasses to Track Body Temperature?
Tue August 26, 2003 12:33 PM ET
SINGAPORE (Reuters) - It sounds comical. An eye patch or sunglasses to read body temperature.

But new technology developed by a Yale University researcher aims to do just that, providing athletes with a constant reading of body temperature to prevent heat stroke and dehydration.

The wireless technology, unveiled in Singapore Tuesday, triggers an alarm when body temperature reaches a pre-set level -- sending a reminder to sweaty athletes to guzzle water when their body gets too warm.

Officials from Giant Wireless Technology Ltd said the Hong Kong-based company expected to launch commercial applications for the technology, known as "TempAlert," early next year.

This could take the form of an eyepatch or conventional sunglasses, they told a briefing in Singapore.

Dr Marc Abreu of the Yale School of Medicine who developed the technology said it could also be used by couples to monitor the female body for tracking fertility.

"You'll will be able to track temperature changes continuously so you'll know precisely when you're ovulating," Abreu said.

He said his research found that a small area of skin near the eyes and the nose was connected to a "thermal storage center" in the brain, and this area has the thinnest skin and the highest amount of light energy.

The patches and eyeglasses are designed to continuously measure brain temperature at this entry point.

Giant Wireless Technology said "TempAlert" could also be used to detect diseases such as the flu-like Severe Acute Respiratory Syndrome that spread early this year to about 30 countries through travelers, killing hundreds of people worldwide.


 

November 3, 2003

ELECTROCHROMIC WINDOWS

Electrochromic windows are windows that can be darkened or lightened electronically. A small voltage applied to the windows will cause them to darken; reversing the voltage causes them to lighten. This capability allows for the automatic control of the amount of light and heat that passes through the windows, thereby presenting an opportunity for the windows to be used as energy-saving devices.

 

How Electrochromic Windows Work

Electrochromic windows consist of up to seven layers of materials. The essential function of the device results from the transport of hydrogen or lithium ions from an ion storage layer and through an ion conducting layer, injecting them into an electrochromic layer.

The electrochromic layer is typically tungsten oxide (WO3). The presence of the ions in the electrochromic layer changes its optical properties, causing it to absorb visible light. The large-scale result is that the window darkens.

The central three layers are sandwiched between two layers of a transparent conducting oxide material. To protect the five layers of materials, they are further sandwiched between two layers of glass. All of the layers, of course, are transparent to visible light.

A cross-section of an electrochromic window.
A voltage applied across the transparent
conducting oxide layers causes hydrogen
or lithium anions (A
+) to be injected
into the electrochromic layers.

To darken (or "color") the windows, a voltage is applied across the two transparent conducting oxide layers. This voltage drives the ions from the ion storage layer, through the ion conducting layer and into the electrochromic layer.

To reverse the process, the voltage is reversed, driving the ions in the opposite direction, out of the electrochromic layer, through the ion conducting layer, and into the ion storage layer. As the ions migrate out of the electrochromic layer, it lightens (or "bleaches"), and the window becomes transparent again.

 

 

An electrochromic window in its lightened or "bleached" state.

An electrochromic window in its darkened or "colored" state.

The challenges in fabricating electrochromic windows lie in achieving low costs, high durability, and practical sizes. The largest samples fabricated by participants in DOE's Electrochromic Initiative thus far measure 14 by 16 inches, which is suitable for a window divided into small panes.

 

OMS Opto Chemicals, your source for complete optical tinting solutions. Continuing the tradition of developing innovative products, OMS now offers the least expensive and simplest tinting method.

 

 

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