Decision CPC 33_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 33/2022 Case Number: 08.05.001.022.022 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration regarding the acquisition of the share capital of Maui Jim Inc. by Kering Eyewear S.p.A., via Huipu Corp. Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 31st of May 2022 SUMMARY OF THE DECISION On 06/05/2022, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Kering S.A, a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which Kering Eyewear S.p.A. (hereinafter the “Kering Eyewear”) intend to acquire all the Common Shares of Maui Jim Inc. (hereinafter the “Maui Jim” or the “Target”), via Huipu Corp. The parties involved in the transaction are the following: 1  Kering Eyewear S.p.A. is a company duly registered under the laws of Italy. Its business activities include the wholesale of sunglasses, prescription frames and general products and materials in the field of glasses and optical accessories. In particular, products are developed, distributed, promoted and sold by Kering Eyewear under the company’s portfolio brands such as Gucci, Cartier, Saint Laurent, Bottega Veneta, Balenciaga, Chloé, Alexander McQueen, Montblanc, Brioni, Dunhill, Boucheron, Pomellato, Alaïa, McQ, Puma and Lindberg. Kering Eyewear is part of the global Kering Group, led by Kering S.A.. Kering S.A. is a multinational company based in France that specializes in luxury goods and in particular owns a number of luxury brands in the field of fashion, leather goods, jewelry and watches Gucci, Saint Laurent, Bottega Veneta, Balenciaga, Alexander McQueen, Brioni, Boucheron, Pomellato, Dodo, Qeelin, Ulysse Nardin, Girard-Perregaux and Kering Eyewear.  Huipu Corp. is a special purpose company, duly registered under the laws of Delaware, USA. It is directly an exclusive subsidiary of Kering Eyewear S.p.A. and was formed for the sole purpose of acquiring Maui Jim Inc. by Kering Eyewear S.p.A..  Maui Jim Inc. is a corporation duly registered under the laws of Illinois, USA. It is a private eyewear manufacturer focused on the American premium eyewear market. In particular, it is mainly engaged in the design and distribution of sunglasses while at the same time designing and selling underwater glasses, optical lenses and frames. This concentration is based on an Agreement and Plan of Merger dated 13/03/2022, (hereinafter the “Agreement”). Pursuant to the Agreement, the acquisition of Maui Jim by Kering Eyewear will take place in two stages:  Huipu Corp. will initially acquire all Common Shares held by Maui Jim shareholders.  Welina Inc. will be a subsidiary of Huipu Corp.. It will merge with Maui Jim to create a single company, the “Surviving Company”. The directors of Welina will become directors of the Surviving Company. Therefore, Maui Jim will not exercise any control over the Surviving Company. The Commission, taking into account the facts of the concentration, has concluded that upon completion of this merger, Kering Eyewear will acquire the sole control 2 over the Target, via Huipu Corp, in accordance with the provisions of section 6