Oakley/Lixottica Merger Under OFT Review

Includes: LUX, OO
by: The M & A Researcher

The Oakley, Inc. (OO) - Luxottica Group S.p.A. (NYSE:LUX) deal is being reviewed by the UK OFT, as opposed to the European Commission as originally anticipated.

The OFT launched its review Wednesday (8/22) and has established comment period deadline of September 6, 2007.

The OFT has not been involved in many major transactions over the last few years, so it is somewhat difficult to confidently predict how it will proceed in this case. It is somewhat surprising that the EU did not assert jurisdiction over this deal initially, given the international presence of both companies and their products, and the overall breadth of the combination. So the initial impression is the the OFT is likely to defer this case to the EU for a full review, rather than approving it outright.

OFT deferral to the EU was at one time a fairly common occurrence in deals of this nature, but it has become a somewhat rare event in recent deals involving U.S.-based targets. However, this transaction does seem to have the necessary components for the OFT to pass the case along to the larger regulator. In fact, it would not be at all surprising if the EU determined that a formal review is necessary regardless of the OFT review.

There is still no indication of when the initial proxy statement will be submitted to the SEC. It is assumed that the various non-U.S. regulatory matters are the primary focus of the companies at this stage, and that the first proxy will be filed when the necessary merger notifications are filed. Given the timing of the OFT submission, the first proxy is expected without much further delay.

Disclosure: We have no positions of any kind, in any security. We are a completely neutral source of research and analysis.

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