- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A (Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.     )
Filed by the Registrant   x
Filed by a Party other than the Registrant    o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12
FGX INTERNATIONAL HOLDINGS LIMITED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:
o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

 

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On February 16, 2010, FGX International Holdings Limited made the following disclosure in a Current Report on Form 8-K related to its pending merger with Essilor International.

 

Item 8.01. Other Events

 

The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the proposed acquisition of FGX International Holdings Limited (“FGX”) by Essilor International (“Essilor”) has expired with no action by either the Federal Trade Commission or the U.S. Department of Justice. The expiration of the waiting period satisfies a condition to the closing of the proposed acquisition.

 

The special meeting of FGX’s shareholders to vote on the proposed acquisition is scheduled for Tuesday, March 9, 2010 and will be held at FGX’s headquarters, 500 George Washington Highway, Smithfield, Rhode Island at 10:00 a.m. EST.

 

As previously announced on December 16, 2009, Essilor and FGX have entered into a definitive agreement pursuant to which Essilor will acquire all of the outstanding ordinary shares of FGX for $19.75 per share in cash. Subject to the satisfaction of the remaining conditions to closing, the transaction is expected to close in the first quarter of 2010.

 

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