New Look Vision Group Inc. has announced that it has entered into an arrangement to be acquired by NL1 AcquireCo Inc. an entity created by a group of funds managed by FFL Partners, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec (CDPQ), and the Dr. H. Doug Barnes Family.

Subject to shareholder, court and other customary approvals, the purchase price will be $50.00 in cash per share all of the issued and outstanding Class A common shares of New Look Vision.

The transaction values New Look Vision at approximately $800 million on an equity value basis and at approximately $970 million on an enterprise value basis.

This purchase represents a 26% premium to the losing share price on March 18, 2021 and a 37% premium to the 30-day volume-weighted average price per share for the period ending on March 18, 2021.

W. John Bennett, long time Chairman and principal shareholder of New Look Vision stated “Having been significantly involved with the Company for over 20 years, I am extremely proud of the entire management team for what has been built and accomplished while maintaining the highest professional and ethical standards so key to success in the retail optical industry. FFL, CDPQ and the Dr. H. Doug Barnes Family, with their industry experience and financial strengths, are the ideal partners to take New Look Vision to the next level of development and success.”

Antoine Amiel, President and Chief Executive Officer of New Look Vision, said “The transaction offers significant and immediate value to our shareholders, while also providing New Look Vision with additional capital to further our expansion and strategic investments in technology. With our new partners, we look forward to continuing to invest in our Company to best serve our customers, employees, and business partners.”

“We are proud to support New Look Vision – a Québec leader in the provision of eye care products and services – and bring our constructive capital approach towards helping the business continue to expand both domestically and internationally, guided by its strong entrepreneurial culture” said Kim Thomassin, Executive Vice-President and Head of Investments in Québec and Stewardship Investing at CDPQ.

The transaction is expected to close in the first half of 2021, subject to receipt of New Look Vision shareholder and court approvals, required regulatory approvals and customary closing conditions. Completion of the Transaction is not subject to any financing condition.

Transaction Highlights and Board Recommendation

Entry into the Arrangement Agreement was based on the unanimous recommendations (with certain directors abstaining from voting) of both the New Look Vision board of directors and the independent committee of the Board and followed an extensive review and analysis.

The Special Committee and the Board, after consultation with its respective financial and legal advisors, unanimously (with certain directors abstaining from voting) determined that the Arrangement is in the best interests of New Look Vision and recommend that the Arrangement Agreement be approved by shareholders of New Look Vision.

The conclusions and recommendations of the Special Committee and the Board have been based on a number of factors, including the following:

• Compelling Value to New Look Vision Shareholders: 26% premium to New Look Vision’s closing price per share on the TSX on March 18, 2021 and a 37% premium to the 30-day volume-weighted average price per share on the TSX for the period ending on March 18, 2021.
• Certainty of Value and Liquidity: The payment to shareholders under the terms of the Arrangement Agreement will be all cash, which provides certainty and immediate liquidity. By contrast, the Company’s shares have historically experienced limited trading liquidity, which makes it difficult for existing shareholders to realize meaningful liquidity through the public markets on which the Shares trade.
• Procedural Safeguards for Minority Shareholders: The Transaction will become effective only if it is approved by (i) at least 66 2/3% of the votes cast by shareholders at a special meeting of shareholders called to consider the Transaction; (ii) a simple majority of the votes cast by shareholders, excluding for this purpose the votes attached to Shares held by the Rollover Shareholders and their related parties, and (iii) the Superior Court of Québec, after considering the procedural and substantive fairness of the Transaction.
• Extensive Process and Arm’s Length Negotiations: The Company’s financial advisors conducted a comprehensive process over a period of several months leading up to the Transaction. The Arrangement Agreement is the result of extensive arm’s-length negotiations between New Look Vision and the Purchaser and represents the highest proposal received as part of the process.
• Transaction Oversight: Extensive financial and legal advice was provided to the Special Committee and the Board. Following receipt of such advice, the Transaction was unanimously recommended for approval by the Special Committee and unanimously approved by the Board (with Antoine Amiel and W. John Bennett abstaining from voting). The Special Committee and the Board unanimously recommend that the Arrangement Agreement be approved by shareholders.
• Value Supported by Two Fairness Opinions: National Bank Financial Inc. has provided the Special Committee and the Board, and PricewaterhouseCoopers LLP has provided the Special Committee, with an opinion to the effect that, as of March 18, 2021, the consideration to be received by holders of New Look Vision shares in the Transaction is fair, from a financial point of view, to such holders other than the Rollover Shareholders in respect of the Rollover Shares (as defined herein) and CDPQ, in each case subject to the respective limitations, qualifications, assumptions, and other matters set forth in such opinions.
• Limited Conditions to Closing: The Purchaser’s obligation to complete the Transaction is subject to a limited number of customary conditions that the Special Committee and the Board believe are reasonable in the circumstances. Completion of the Transaction is not subject to any financing condition.

View the Press Release Here.

About FFL Partners

Founded in 1997, FFL Partners is a San Francisco-based private equity firm with over $4.5 billion under management. FFL pursues thematic investments in business services and healthcare services partnering with exceptional management teams where the firm’s high engagement operating model and extensive network can help accelerate growth and unlock value.  For additional information please visit www.fflpartners.com.

About CDPQ

Caisse de dépôt et placement du Québec (CDPQ), is a global investment group managing funds for public retirement and insurance plans. They are active in the major financial markets, private equity, infrastructure, real estate and private debt. As at December 31, 2020, CDPQ’s net assets total CA$365.5 billion. For more information, visit cdpq.com.