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Cole National Amends Merger Agreement with Luxottica
CLEVELAND -- Directors of Cole National Corp. have unanimously approved an amendment to the merger agreement with Luxottica Group S.p.A., and set July 20 as the date of its annual meeting of stockholders to consider the Luxottica merger agreement and the election of directors.Under the amendment, 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.Cole National is the parent of Things Remembered, which operates a distribution center in North Jackson, Ohio.No other change was made to the Luxottica merger agreement in connection with the amendment. 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 this year.Cole National has the right to terminate the Luxottica merger agreement and enter into an agreement relating to a superior proposal prior to closing of the merger. As announced April 15, Moulin International Holdings Limited submitted an unsolicited, non-binding offer to acquire Cole National in a merger at a price of $25 per share in cash, and Cole National postponed the special meeting of stockholders that had been scheduled for April 20 to consider the Luxottica transaction.On May 13, 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. Therefore, there is no assurance that discussions with Moulin will continue, whether Moulin will be able to obtain financing for its proposal or whether any agreement will come to fruition.Cole National's vision business, together with Pearle franchisees, has 2,178 locations in the United States, 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. Things Remembered serves customers through 727 locations nationwide, catalogs, and the Internet. Cole National also has a 21% interest in Pearle Europe.Visit Cole National Corp.: www.colenational.com"