LensCrafters 2004 Annual Report Download - page 116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
115
This pro forma financial information is presented for
information purposes only and is not necessarily
indicative of the results of operations that would have
been achieved had the acquisition taken place on
January 1, 2002.
On November 26, 2004, the Company through its
wholly owned subsidiary, Luxottica South Pacific Pty
Ltd, made an offer for all the unowned remaining
outstanding shares of OPSM Group.
At the close of the offer on February 7, 2005, the
Company held 98.5% of OPSM Group’s shares, which
is in excess of the compulsory acquisition threshold.
On February 8, 2005, the Company announced the
start of the compulsory acquisition process for all
remaining shares in OPSM Group not already owned
by the Company.
On February 15, 2005, the Australian Stock Exchange
suspended trading in OPSM Group shares and on
February 21, 2005 it delisted OPSM Group shares
from the Australian Stock Exchange. The compulsory
acquisition process was completed on March 23,
2005 and as of that date the Company held 100.0% of
OPSM Group’s shares.
C) I.C. OPTICS
On January 13, 2003 the Company announced the
signing of a worldwide license agreement for the
design, production and distribution of Versace,
Versus and Versace Sport sunglasses and
prescription frames. The initial ten-year agreement is
renewable for an additional ten years. The transaction
was completed through the purchase of I.C. Optics
Group (“I.C. Optics”), an Italian-based group that
produces and distributes eyewear, for an aggregate
amount of Euro 5.4 million. Prior to this transaction,
Gianni Versace S.p.A. and Italocremona S.p.A. held
I.C. Optics through a 50/50 joint venture. The
acquisition was accounted for in accordance with
SFAS 141, and accordingly, the purchase price has
been allocated to the fair market value of the assets
and liabilities of the company acquired including an
intangible asset for the license agreement for an
amount of approximately Euro 28.8 million and
goodwill for an amount of approximately Euro 10.7
million. Further, an amount of Euro 25 million has
been paid for the option right, which enables the
Company to extend the original license agreement
for an additional ten years. No pro forma financial
information is presented, as the acquisition was not
material to the Company’s consolidated financial
statements.
D) E.I.D.
On July 23, 2003, the Company announced the
signing of a ten-year worldwide license agreement
for exclusive production and distribution of
prescription frames and sunglasses with the Prada
and Miu Miu names. The deal was finalized through
Luxottica’s purchase of two of Prada’s fully-owned
companies named E.I.D. Italia and E.I.D.
Luxembourg, that produce and distribute eyewear,
for the amount of Euro 26.5 million. The acquisition
was accounted for in accordance with SFAS 141,
and accordingly, the purchase price has been
allocated to the fair market value of the assets and
liabilities of the companies acquired including an
intangible asset for the license agreement for an
amount of approximately Euro 29.7 million. Goodwill
for an amount of Euro 11.1 million over net assets
acquired has been recorded in the accompanying
consolidated balance sheets. No pro forma financial
information is presented, as the acquisition was not
material to the Company’s consolidated financial
statements.
E) COLE NATIONAL
On July 23, 2003, the Company formed an indirect
wholly-owned subsidiary, Colorado Acquisition
Corp., for the purpose of acquiring all the
outstanding common stock of Cole, a publicly
traded company on the New York Stock Exchange.
On January 23, 2004, as amended as of June 2,
2004 and on July 15, 2004, the Company and Cole
entered into a definitive merger agreement with the
unanimous approval of the Boards of Directors of
both companies. On October 4, 2004 Colorado
Acquisition Corp. consummated its merger with
Cole. As a result of the merger, Cole became an
indirect wholly-owned subsidiary of the Company.
The aggregate consideration paid by the Company
to former shareholders, option holders and holders