This excerpt taken from the LUX 6-K filed Jan 14, 2005.
The terms of the offer will be:
A$4.35 per share cash for each OPSM Group share; and
if Luxottica Group declares the offer unconditional, OPSM Group intends to declare a fully franked special dividend of A$0.15 per share which will be paid to all shareholders (including Luxottica Group). In that circumstance the amount of the dividend will be deducted from the offer price otherwise due to accepting shareholders (resulting in a net price of A$4.20 per share).
The price of A$4.35 per share represents a premium of approximately:
11.5 percent to the closing price on November 25, 2004 of A$3.90 per OPSM Group share; and
13.6 percent to the volume weighted average price of A$3.83 per OPSM Group share over the last three months.
The franking credits attached to the dividend have the potential to provide additional value, depending on the tax status of the shareholder.
Luxottica Groups offer is subject to a number of conditions summarized in the Appendix, and is final and will not be increased under any circumstances.
We believe that the offer is attractive to the OPSM Group shareholders as it allows them to realize value from their holdings in OPSM Group well above current market prices, which already incorporate a takeover premium, said Leonardo Del Vecchio, Chairman of Luxottica Group
The total value of the offer for the shares not held by Luxottica Group is approximately A$103 million, or approximately Euro 62 million (at an exchange rate of Euro 1 = A$1.66).
Under the proposal, OPSM Group shareholders would not bear any brokerage on the disposal of their OPSM shares