David Bar-Yosef, General Counsel,
Shamir Optical Industry Ltd.
Kibbutz Shamir, 12135 Upper
Galilee, Israel
Tel: 972-4-6947777
Carol Xueref, Director
Essilor Israeli Holdings Ltd.
Shamrock Acquisition Sub Ltd.
31 Hillel St., Jerusalem, 91000 Israel
Tel: +972-2-6239200
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Carol Xueref, Director for Legal Affairs and Group
Development
Essilor International SA
147, rue de Paris,
94220 Charenton-le-Pont, France
Tel: 33-1-49-77-44-50
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Efrat Cohen, Chief Financial Officer, Kibbutz Shamir A.C.S.
12135 Upper Galilee, Israel
Tel: 972-4-6947226
Efrat Cohen, Member of the
Executive Committee,
Shamir Optica Holding Ltd.
12135 Upper Galilee, Israel
Tel: 972-4-6947226
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Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.
One Azrieli Center,
Tel Aviv 67021, Israel
Tel: +972-3-6044479
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Linda Hesse, Esq.
Jones Day
2, rue Saint-Florentin
75001 Paris, France
Tel: 33-1-56-59-39-39
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Amos Konforti, Adv.
Shenhav, Konforti, Shavit & Co.
9 Ehad-Haam St., PO Box 29671
Tel-Aviv 61296, Israel
Tel: +972-3-7967222
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o
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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o
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b.
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The filing of a registration statement under the Securities Act of 1933.
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o
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c.
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A tender offer.
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x
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d.
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None of the above.
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Transaction Valuation*
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Amount of Filing Fee**
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$112,772,550.50
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$8,040.68
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x
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Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(a)(1)
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Press Release dated October 15, 2010 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on October 15, 2010).
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(a)(2)
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Definitive Information Statement (including all appendices thereto).***
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(a)(3)
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Form of Proxy Card.***
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(a)(4)
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Press Release dated June 14, 2011 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on June 14, 2011).
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(a)(5)
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Press Release dated July 1, 2011 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on July 1, 2011).
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(b)
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Not Applicable.
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(c)(1)
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Presentation of Opinion of Oppenheimer & Co. Inc., dated October 14, 2010.**
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(c)(2)
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Opinion of Oppenheimer & Co. Inc., dated October 14, 2010.*
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(c)(3)
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Presentation materials of Perella Weinberg Partners UK LLP, dated February 25, 2010.**
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(c)(4)
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Presentation materials of Perella Weinberg Partners UK LLP, dated July 12, 2010.*
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(c)(5)
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Presentation materials of Perella Weinberg Partners UK LLP, dated October 14, 2010.**
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(c)(6)
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Presentation materials of Trigger-Foresight, dated June, 2010.**
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(d)(1)
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Agreement and Plan of Merger, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Shamir Optical Industry Ltd., dated October 15, 2010 (incorporated by reference to Appendix A of Exhibit (a)(2) hereto).
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(d)(2)
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Share Purchase and Subscription Agreement, by and among Shamir Optica Holdings A.C.S.., Kibbutz Shamir A.C.S. and Essilor International SA, dated October 15, 2010 (incorporated by reference to Exhibit 99.7 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(3)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Kibbutz Shamir A.C.S. and accepted and agreed by Shamir Optica Holdings A.C.S., dated October 15, 2010 (incorporated by reference to Exhibit 99.3 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(4)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Mr. Dan Katzman, dated October 15, 2010 (incorporated by reference to Exhibit 99.4 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(5)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Haklaei Eyal Ha’Sharon ACS Ltd., dated October 15, 2010 (incorporated by reference to Exhibit 99.5 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(6)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Eyal Microwave Ltd., dated October 15, 2010 (incorporated by reference to Exhibit 99.6 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(e)
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Not Applicable.
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(f)
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Not Applicable.
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(g)
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Not Applicable.
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Shamir Optical Industry Ltd.
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By: |
/s/ David Bar-Yosef
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Name: David Bar-Yosef
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Title: General Counsel
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Shamir Optica Holdings A.C.S. Ltd.
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By: |
/s/ Uzi Tzur
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Name: Uzi Tzur
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Title: Chairman of the Executive Committee
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By: |
/s/ Efrat Cohen
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Name: Efrat Cohen
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Title: Member of the Executive Committee
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Essilor International SA
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By: |
/s/ Carol Xueref
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Name: Carol Xueref
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Title: Director for Legal Affairs and Group Development
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Essilor Israeli Holdings Ltd.
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By: |
/s/ Carol Xueref
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Name: Carol Xueref
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Title: Director
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Shamrock Acquisition Sub Ltd.
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By: |
/s/ Carol Xueref
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Name: Carol Xueref
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Title: Director
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Kibbutz Shamir A.C.S.
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By: |
/s/ Uzi Tzur
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Name: Uzi Tzur
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Title: Chairman of the Economical Committee
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By: |
/s/ Efrat Cohen
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Name: Efrat Cohen
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Title: Member of the Economical Committee and
Chief Financial Officer |
(a)(1)
|
Press Release dated October 15, 2010 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on October 15, 2010).
|
|
(a)(2)
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Definitive Information Statement (including all appendices thereto).***
|
|
(a)(3)
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Form of Proxy Card.***
|
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(a)(4)
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Press Release dated June 14, 2011 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on June 14, 2011).
|
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(a)(5)
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Press Release dated July 1, 2011 (incorporated herein by reference to the report on Form 6-K furnished by Shamir Optical Industry Ltd. on July 1, 2011).
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(b)
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Not Applicable.
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(c)(1)
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Presentation of Opinion of Oppenheimer & Co. Inc., dated October 14, 2010.**
|
|
(c)(2)
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Opinion of Oppenheimer & Co. Inc., dated October 14, 2010.*
|
|
(c)(3)
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Presentation materials of Perella Weinberg Partners UK LLP, dated February 25, 2010.**
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|
(c)(4)
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Presentation materials of Perella Weinberg Partners UK LLP, dated July 12, 2010.*
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(c)(5)
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Presentation materials of Perella Weinberg Partners UK LLP, dated October 14, 2010.**
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(c)(6)
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Presentation materials of Trigger-Foresight, dated June, 2010.**
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(d)(1)
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Agreement and Plan of Merger, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Shamir Optical Industry Ltd., dated October 15, 2010 (incorporated by reference to Appendix A of Exhibit (a)(2) hereto).
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(d)(2)
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Share Purchase and Subscription Agreement, by and among Shamir Optica Holdings A.C.S., Kibbutz Shamir A.C.S. and Essilor International SA, dated October 15, 2010 (incorporated by reference to Exhibit 99.7 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(3)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Kibbutz Shamir A.C.S. and accepted and agreed by Shamir Optica Holdings A.C.S., dated October 15, 2010 (incorporated by reference to Exhibit 99.3 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(4)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Mr. Dan Katzman, dated October 15, 2010 (incorporated by reference to Exhibit 99.4 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(5)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Haklaei Eyal Ha’Sharon ACS Ltd., dated October 15, 2010 (incorporated by reference to Exhibit 99.5 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(d)(6)
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Support Agreement, by and among Essilor International SA, Shamrock Acquisition Sub Ltd. and Eyal Microwave Ltd., dated October 15, 2010 (incorporated by reference to Exhibit 99.6 to Schedule 13D filed by Essilor International SA on October 25, 2010).
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(e)
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Not Applicable.
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(f)
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Not Applicable.
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(g)
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Not Applicable.
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