Ray-Ban maker EssilorLuxottica is considering suing its takeover target GrandVision after a court ruled that the Dutch eyewear retailer had violated the terms of their 7.2 billion euro ($8.6 billion) proposed acquisition agreement, a source said.
EssilorLuxottica, the French-Italian spectacles giant, announced the bid for GrandVision in July 2019, aiming to control the Dutch eyewear group's more than 7,000 outlets across the world.
But the planned deal has since been at the centre of a legal battle between the two sides, with EssilorLuxottica arguing that decisions made by GrandVision during the COVID-19 pandemic could give grounds for ending its proposed takeover.
On Monday, an arbitration court ruled that GrandVision had breached obligations of the takeover agreement, which meant that EssilorLuxottica was no longer bound to the pact.
"The outcome of the arbitrage has confirmed what EssilorLuxottica has said all along: that the management of GrandVision has been engaged in a scheme that broke not just the spirit but also the material terms of the contract governing a 7 billion euros transaction," said the source, who asked not to be named because the matter is confidential.
"The next step is for Essilux to prepare for legal action against GrandVision and its management, seeking damages consistent with the scale and importance of the transaction they have undermined," the source said on Thursday, declining to quantify the damages that EssilorLuxottica may seek.
A spokesperson for EssilorLuxottica, formed in 2018 from the merger of French lens maker Essilor with Italian frames champion Luxottica, declined to comment on Thursday.
GrandVision spokesperson Annia Ballesteros declined to comment. EssilorLuxottica had said after the Dutch arbitration court ruling that it was reviewing its options, including walking away from the bid.
However, analysts and industry observers say it may try to renegotiate the deal at a lower price, given a strong strategic rationale for the deal and the fact that antitrust clearance had already been obtained.
GrandVision, majority-owned by Dutch investment firm Hal Trust, has in the past accused EssilorLuxottica of simply looking for a way out of the deal. On Monday, it said it was disappointed by the arbitration court's ruling, which followed two earlier losses for the Franco-Italian company in a Dutch court case.
The arbitration court ruled that GrandVision had breached agreements by suspending payments to store owners and suppliers and by applying for state aid during the pandemic, without seeking EssilorLuxottica's approval.
EssilorLuxottica has won all necessary regulatory approvals for the planned takeover and started the sale process of some optical stores in Italy, the Netherlands and Belgium to meet European antitrust requirements, a second source said, confirming earlier media reports.
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