New Look Eyewear Inc (TSX: BCI) has agreed to acquire certain optical assets, stores and facilities of Optic Direct Inc, which operates under the brand Greiche & Scaff in Québec. The transaction, which is expected to be completed in October, reflects a purchase price of $17.75 million. Founded in 1976, Greiche & Scaff is a retailer of prescription eyewear. In 2003, the company was acquired in a control-stake deal by Canadian private equity firm Perseis Partners. A provider of eye care products and services, New Look has its headquarters in Québec City.
New Look Eyewear Inc. Agrees to Acquire Greiche & Scaff
MONTREAL, QUEBEC–(Marketwired – Aug. 5, 2014) – New Look Eyewear Inc. (TSX:BCI) (“New Look”) announced today that it has entered into a definitive agreement to acquire certain optical assets and business of Optic Direct Inc., carrying on business under the Greiche & Scaff banner in Quebec. Founded in 1976, Greiche & Scaff has grown over the years to become an established and well recognized enterprise in the Quebec optical retail markets. The assets and business to be acquired by New Look include 49 corporately owned stores in Quebec, including 42 in the greater Montreal region, and an integrated lens processing facility located in Montreal. Revenues for the business for the twelve months ended March 31(st) , 2014 amounted to approximately $30.7 million.
The purchase price of the assets and business of Greiche & Scaff will be $17.75 million, subject to customary price adjustments. New Look has entered into various financing arrangements to finance the acquisition, including: i) a $10 million increase of its senior secured debt facility with its bank syndicate to $53 million; and ii) a “bought deal” private placement agreement for the issuance of 500,000 subscription receipts at a price of $20.00 per receipt with a syndicate of Canadian investment firms led by GMP Securities L.P., and including National Bank Financial Inc. and Beacon Securities Limited. Each subscription receipt will entitle the holder thereof, subject to certain conditions, to receive one Class A Common Share of New Look subject to the approval of the TSX.
Antoine Amiel, Vice-Chairman of New Look stated that: “This is an important building block in our strategic plan for participating in the consolidation of the Quebec and Canadian retail optical markets. It solidifies our Quebec base, particularly in the metropolitan Montreal region and results in the acquisition of an additional established and respected banner in the retail optical market. It also gains us significant operating efficiencies.”
Martial Gagné, President of New Look added: “We will continue to operate the Greiche & Scaff business as a separate banner and store network within the New Look/Vogue Optical umbrella. We very much look forward to working with the Greiche & Scaff employees, associated optometrists and opticians and welcoming them to our group.”
The acquisition of Greiche & Scaff is expected to close on or about October 1(st) , 2014, subject to usual closing conditions, at which time the 500,000 subscription receipts issued pursuant to the private placement are expected to be automatically converted into 500,000 Class A Common Shares of New Look.
As of July 31, 2014, New Look had 12,706,550 Class A common shares issued and outstanding. New Look is a leader in the eye care industry in Eastern Canada having a network of 141 corporate stores mainly under the New Look and Vogue Optical banners and laboratory facilities using state-of-the-art technologies.
All statements other than statements of historical fact contained in this press release are forward-looking statements, including, without limitation, statements regarding the future financial position, business strategy, projected costs and plans and objectives of, or involving New Look. Readers can identify many of these statements by looking for words such as “believe”, “expects”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “plans”, “may”, “would” or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will be achieved. Forward-looking statements are subject to risks, uncertainties and assumptions. Although management of New Look believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Some of the factors which could affect future results and could cause results to differ materially from those expressed in the
forward-looking statements contained herein include: pending and proposed legislative or regulatory developments, competition from established competitors and new market entrants, technological change, interest rate fluctuations, general economic conditions, acceptance and demand for new products and services, and fluctuations in operating results, as well as other risks included in New Look’s current Annual Information Form (AIF) which can be found at www.sedar.com. The forward-looking statements included in this press release are made as of the date hereof, and New Look undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as provided by law.
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