Essilor says top shareholder's proposals not in merger agreement

A proposed gesture by EssilorLuxottica’s top shareholder and executive chairman, Leonardo Del Vecchio, to transfer some of its functions to Luxottica’s current CEO, Francesco Milleri, is not in the merger agreement of the two companies, a spokesman with Essilor said on Wednesday.

Del Vecchio sought to ease concerns over governance at the merged Franco-Italian group by saying he would not insist on his right-hand man becoming chief executive of the combined company but proposed to transfer some operational functions to Milleri, so that he could focus more on strategic matters.

“Delegation of such power by the executive chairman alone is not addressed specifically in the business combination agreement without the agreement of the executive vice chairman,” the spokesman said in an emailed statement.

“Only the EssilorLuxottica board will decide for the key executives including the CEO. A unilateral nomination by the Executive Chairman is a sign of take over with no premium to shareholders of Essilor,” he added.