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Essilor Agrees to Acquire Costa, the Fastest Growing Performance Sunglass Brand in the United States



  Essilor Agrees to Acquire Costa, the Fastest Growing Performance Sunglass
  Brand in the United States

Business Wire

CHARENTON-LE-PONT, France -- November 8, 2013

Regulatory News:

Essilor International (Paris:EI) and Costa Inc. today announced the signature
of an agreement for the acquisition of all outstanding shares of Costa Inc., a
US leader in high-performance sunglasses.  Previously known as A.T. Cross,
Lincoln, RI-based Costa Inc. (NASDAQ: ATX) designs, assembles and markets
sunglasses under the Costa^® and Native^® brands. It is expected to report
approximately $100 million in revenue in 2013^1.

Introduced in 1983 and primarily marketed through eyecare professionals and
sporting goods retailers, Costa^® has become the fastest growing performance
sunglass brand in the United States. As the leading producer of one of the
superior clarity polarized performance sunglasses, Costa^® is most known for
its patented 580 lens technology, which offers color enhancement and increased
visual acuity. Still handcrafted today in Florida, Costa’s sunglasses are
backed by a lifetime warranty. Their unparalleled fit and durability have made
them a leading choice of serious water sports enthusiasts.

While Costa currently derives the majority of its revenue from the
Southeastern United States, it intends to capitalize on its products’
reputation and proven brand and distribution strategies to accelerate its
geographic expansion, in other parts of the U.S. and internationally.

In addition, stronger sales of prescription sun lenses, which today account
for just 5% of revenue, will offer another growth lever, in particular under
Essilor’s leadership.

Commenting on the acquisition, Hubert Sagnières, Essilor’s Chairman and Chief
Executive Officer said, “The high quality sunglasses and prescription sun lens
segment offers high potential given its low penetration rate. Costa’s
positioning, based on excellence, is perfectly aligned with Essilor’s
commitment to continually raise vision quality standards and improve the
performance of products available to consumers. With Essilor’s support, Costa
intends to develop solutions to satisfy the unmet needs of its discerning
customers and become a world leader in the high performance sunglasses
segment.”

The acquisition will enable Costa to leverage Essilor’s expertise in surface
coatings to develop innovative products in response to specific needs, such as
anti-fog or hydrophobic lenses. In the prescription sunglasses segment,
Essilor and Costa will work together to broaden product offerings.

“We are delighted to be joining forces with the world leader in optics” said
David G. Whalen, Chief Executive Officer of Costa Inc. “Over the past decade,
as consumers have become more familiar with the features and benefits offered
by the Costa^® brand, our business has grown very rapidly. As a member of the
Essilor family we will have access to a deep pool of world class resources
including technology and distribution that will drive our continued growth
both in the United States and the global marketplace.”

In the all-cash transaction, Costa shareholders will receive $21.50 per share,
representing a 19% premium on the volume-weighted average share price over the
past six months. This corresponds to an estimated enterprise value of
approximately $270 million.

Under the terms of the merger agreement, certain Costa shareholders owning in
aggregate an approximate 34% stake in the company have agreed to vote in
favour of the transaction at the forthcoming special meeting called to approve
it.

The transaction is expected to close in early 2014, subject to approval by
regulatory authorities and a majority of Costa shareholders. Based on current
estimates, the transaction is accretive to Essilor’s earnings per share in
2014 (before impact of the purchase price allocation - PPA) and accretive in
2015. It will be financed out of Essilor’s cash reserves.

^1 Net of revenue derived from the Cross Accessory Division which was sold in
September 2013

About Essilor

The world’s leading ophthalmic optics company, Essilor designs, manufactures
and markets a wide range of lenses to improve and protect eyesight. Its
corporate mission is to enable everyone around the world to access lenses that
meet his or her unique vision requirements. To support this mission, the
Company allocates more than €150 million to research and innovation every
year, in a commitment to continuously bring new, more effective products to
market. Essilor’s flagship brands are Varilux^®, Crizal^®, Definity^®,
Xperio^®, Optifog™ and Foster Grant^®. It also develops and markets equipment,
instruments and services for eyecare professionals.

Essilor reported consolidated revenue of nearly €5 billion in 2012 and employs
around 50,700 people. It operates in more than 100 countries with 22 plants,
more than 400 prescription laboratories and edging facilities, as well as
several research and development centers around the world.

For more information, please visit www.essilor.com.

The Essilor share trades on the NYSE Euronext Paris market and is included in
the Euro Stoxx 50 and CAC 40 indices.

Codes and symbols: ISIN: FR0000121667; Reuters: ESSI.PA; Bloomberg: EI:FP.

About Costa Inc.

Costa Inc. owns and manages the Costa^® and Native^® Eyewear brands. Known
best for its premium sport sunglasses tailored to those sports enthusiasts who
play on the water, the Costa^® Brand is rapidly expanding into prescription
sunglasses and sports apparel. Likewise, the Native^® Eyewear brand is
becoming the brand of choice for mountain locals and those who aspire to the
mountain way of life. Costa Inc. is the successor company of A.T. Cross. For
more information, visit the Costa Inc. website at www.costabrands.com.

Forward-Looking Statements

Statements in this press release that are not statements of historical fact or
that express our confidence, expectations, objectives, intentions, plans, or
strategies or that are about the merger, or otherwise anticipate the future,
are forward-looking statements. These forward-looking statements are not
guarantees of future performance, and they are subject to risks and
uncertainties that could cause actual results to differ materially from those
contemplated by the forward-looking statements. Forward-looking statements
contained in this press release speak only as of the date hereof. We undertake
no obligation to update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.

Additional Information and Where to Find It

Costa Inc. (“Costa”) will file with the Securities and Exchange Commission
(the “SEC”) a current report on Form 8-K, which will include the merger
agreement related to the proposed merger. The proxy statement that Costa plans
to file with the SEC and mail to shareholders will contain information about
Costa, the proposed merger and related matters. SHAREHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN
IMPORTANT INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING A
DECISION ABOUT THE PROPOSED MERGER. In addition to receiving the proxy
statement from Costa by mail, shareholders will be able to obtain the proxy
statement, as well as other filings containing information about Costa,
without charge, from the SEC’s website at www.sec.gov or, without charge, from
Costa at www.costabrands.com. This announcement is not a solicitation of a
proxy.

Costa and its directors and executive officers and certain other members of
management may be deemed to be participants in the solicitation of proxies in
connection with the proposed merger. Information regarding the Company’s
directors and executive officers is available in the Company’s Annual Report
on Form 10−K filed with the SEC on March 13, 2013. Additional information
regarding the interests of such participants in the solicitation of proxies in
connection with the proposed merger will be included in the proxy statement to
be filed by Costa with the SEC. Costa’s press releases and other information
about Costa are available at Costa website at www.costabrands.com

Contact:

Essilor International
Investor Relations and Financial Communication
Véronique Gillet – Sébastien Leroy – Ariel Bauer, +33 (0)1 49 77 42 16
or
Corporate Communication
Lucia Dumas
or
Press Relations
Maïlis Thiercelin
+33 (0)1 49 77 45 02
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