New Look Eyewear Inc.
TSX : BCI

New Look Eyewear Inc.

November 20, 2013 16:48 ET

New Look Eyewear Inc. Agrees to Acquire Vogue Optical

Also Announces New Credit Facilities and Bought Deal Private Placement

MONTRÉAL, QUÉBEC--(Marketwired - Nov. 20, 2013) - New Look Eyewear Inc. (TSX:BCI) ("New Look") announced today that it has entered into definitive agreements to acquire the assets and business of Vogue Optical Inc. of Charlottetown, Prince Edward Island. Founded in 1979 by Wayne and Doreen Gray, Vogue Optical has grown to become the largest integrated optical retailer in Atlantic Canada with strong brand recognition in the region. Vogue Optical's retail network comprises 65 stores, including 21 in Nova Scotia, 21 in New Brunswick, 15 in Newfoundland and Labrador, 5 in P.E.I and 3 in other provinces, as well as a lens processing facility. The revenues of Vogue Optical for the twelve month period ended August 31, 2013 amounted to approximately $40 million.

The purchase price of the assets and business of Vogue Optical will be $74 million subject to normal price adjustments. In connection with this transaction, New Look has entered into various financing arrangements providing for (i) 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 (ii) 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 Québec-based fund which may be used to finance a portion of the acquisition purchase price and thereby reduce the draw on the acquisition term facility referred to above.

With respect to the equity financing, New Look 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. (collectively, the "Underwriters") at a price of $11.60 per subscription receipt. Each subscription receipt will entitle the holder thereof, 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 (the "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 December 2, 2013 as a result of this transaction and subject to the approval of the TSX.

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

Antoine Amiel, Vice Chairman of New Look, stated that: "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 8th largest in North America. We will be the most important player in Québec and the Atlantic provinces".

Martial Gagné, President of New Look, stated that: "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".

As of October 31, 2013, New Look had 10,461,489 Class A common shares issued and outstanding. New Look is a leader in the eye care industry in Eastern Canada having a network of 74 corporate stores under the New Look banner, two affiliated clinics and a laboratory 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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