Canada’s New Look Eyewear to Acquire Vogue Optical

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MONTREAL, Quebec—Canadian optical retailer New Look Eyewear Inc. (TSX: BCI) announced late yesterday that it has entered into definitive agreements to acquire the assets and business of Vogue Optical Inc., a major regional Canada retailer based in Charlottetown, Prince Edward Island. The purchase price of the assets and business of Vogue Optical will be $74 million, subject to normal price adjustments, New Look’s statement said.








Founded in 1979 by Wayne and Doreen Gray,  Vogue Optical is a major integrated optical retailer in Atlantic Canada with strong brand recognition in the region, the company said. Vogue Optical’s retail network comprises 65 stores, including 21 in Nova Scotia, 21 in New Brunswick, 15 in Newfoundland and Labrador, five in P.E.I and three in other provinces, as well as a lens processing facility.

New Look, a leader in the eyecare industry in Eastern Canada, has a network of 74 corporate stores under the New Look banner, two affiliated clinics and a laboratory using state-of-the-art technologies.

Antoine Amiel, vice chairman of New Look, said, "We feel privileged welcoming the Vogue Optical team in our organization. Vogue Optical will operate as a stand-alone business based in Charlottetown. Both groups will continue to grow organically and by acquisition in their respective markets. The combined entity will have revenues exceeding $128 million and a store network in excess of 140 locations, making it the third largest Canadian integrated retail optical company and the eighth largest in North America. We will be the most important player in Quebec and the Atlantic provinces.

"Martial Gagné, president of New Look, added, "We have known the people at Vogue for many years. Our two businesses have been highly successful by sharing common values of hard work and integrity, a high quality of service to our customers and a passion for retail optical. We look forward to working with John MacLeod, Juanita Leary, Matthew Rust and the rest of the Vogue management and employees to take the two businesses to the next level."

The revenues of Vogue Optical for the 12-month period ended Aug. 31, 2013 were approximately $40 million.

In connection with this transaction, New Look said it has entered into various financing arrangements providing for a senior secured debt facility of up to $75 million with a syndicate of major Canadian banks (comprised of an acquisition term facility of up to $65 million and a $10 million revolving facility), and also, a maximum of $25 million of equity financing. In addition, New Look has entered into an arrangement for a $15 million junior unsecured debt facility with a Quebec-based fund, which may be used to finance a portion of the acquisition purchase price and reduce the draw on the acquisition term facility, according to the company’s announcement.

With respect to the equity financing, New Look said it has entered into a “bought deal” private placement agreement for the issuance of 1,875,000 subscription receipts with a syndicate of Canadian investment firms led by GMP Securities L.P. and including Acumen Capital Finance Partners Limited and National Bank Financial Inc. at a price of $11.60 per subscription receipt. Each subscription receipt will entitle the holder, subject to certain conditions, to receive one Series A common share of New Look. New Look has also granted the Underwriters an over-allotment option to purchase up to 280,172 additional subscription receipts upon the same terms and conditions. If the over-allotment option is exercised in full, a maximum of 2,155,172 Class A common shares will be issued by New Look on or about Dec. 2, 2013 as a result of this transaction and subject to the approval of the TSX.

As of Oct. 31, 2013, New Look had 10,461,489 Class A common shares issued and outstanding.

The acquisition of Vogue Optical is expected to close on or about Dec. 2, 2013 subject to usual closing conditions, the announcement stated.