LensCrafters 2004 Annual Report Download - page 146

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
145
reviewed at the end of January 2004, provided that
the Company issue a letter of credit in favour of the
Indian securities regulatory agency within the
following four week period of Rs 630.6 million (Euro
11.9 million). The Company has complied with such
requirement and the appeal is waiting to be heard
before the Supreme Court of India. If the Company is
ultimately required to make the public offer, it expects
the aggregate cost of the offer to be approximately
Euro 16 million, including stipulated interest
increments.
On July 14, 2004, a shareholder of Cole filed a
shareholders’ class action complaint against Cole,
its directors, and the Company in the Delaware
Chancery Court, known as Pfeiffer v. Cole National
Corp., et al., Civil Action No. 569-N. The complaint
alleges, among other things, that the individual
defendants breached their fiduciary duties as
directors and/or officers to Cole by causing Cole to
enter into an agreement to be acquired by the
Company for $22.50 per share “without having
exposed the company to the marketplace through
fair and open negotiations with all potential bidders
and/or an active market check or open auction for
sale of the company.” The complaint seeks
preliminary and permanent injunctive relief against
the merger, rescission of the merger if it is
consummated, and/or damages and other
associated relief. The Company believes that the
action is without merit.
The Company is defendant in various other lawsuits
arising in the ordinary course of business. It is the
opinion of the management of the Company that it has
meritorious defences against all outstanding claims,
which the Company will vigorously pursue, and that
the outcome will not have a material adverse effect on
either the Company’s consolidated financial position
or results of operations.
15. SUBSEQUENT EVENTS
On January 4, 2005, Cole, a wholly owned subsidiary
of the Company, completed the sale of all its shares in
PE, representing approximately 21% of that company’s
outstanding shares, to HAL Investments B.V., a
subsidiary of HAL Holding N.V., for a cash purchase
price of Euro 144 million (or approximately US$ 191
million calculated at the January 4, 2005 noon buying
rate).
On February 7, 2005, the offer for all the unowned
remaining outstanding shares of OPSM Group was
closed and 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.