Essilor and Luxottica's €46B merger made one eyewear giant — and one governance war

In January 2017 Essilor, the world's largest lens maker, and Luxottica, the world's largest frame maker and optical retailer, announced an all-stock 'merger of equals' valued near €46B ($49B). The logic was vertical: lenses and frames made and distributed together, with retail attached. Delfin, Luxottica's founder holding, injected its 62% of Luxottica into the new group in exchange for capital capped at a 31% vote.

The deal closed on 1 October 2018, creating a group of about €15B revenue and 140,000 employees — roughly 15% of the world eyewear market. Leonardo Del Vecchio took the executive chairman-CEO seat with Hubert Sagnières of Essilor as deputy; the 16-seat board split between the two camps. It looked settled on paper.

It was not. In March 2019 Del Vecchio publicly accused Sagnières of breaking the 2017 agreement — a two-year governance war followed. The reset came in December 2020: Sagnières exited executive roles, Del Vecchio became non-executive chairman, and Francesco Milleri took over as CEO. Del Vecchio died in June 2022, and Milleri inherited both chairs.

A €46B all-stock merger of lens, frame and retail — about 15% of world eyewear — completed in October 2018; control was settled only by a 2020 power reset

Vertical integration across both halves of a category is a structural advantage — the merged group controlled lens, frame and shelf in one supply chain, a position neither half had alone.

'Merger of equals' with two founders is a governance trap: equal power with differing visions produced paralysis; a clean single commander emerged only after two years of conflict.

The family vote cap (31%) was the pressure valve: it let the merger pass without letting either camp steamroll — but it froze the hierarchy exactly where the conflict lived.

Vertical mergers are won in operations and lost in governance: when two founder camps share power, force the decision structure up front — the market charges you for unresolved control

EssilorLuxottica kept integrating after Milleri's consolidation — Ray-Ban, Oakley, Sunglass Hut plus the lens operations — and became one of the world's largest eyewear groups, its governance war now a case study in founder-led merger design.