Canada’s New Look Vision Group to Acquire Iris, Le Groupe Visuel (1990), Inc.

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MONTREAL—New Look Vision Group Inc. (TSX: BCI) has entered into a definitive agreement to acquire all of the issued and outstanding shares of Iris Le Group Visuel (1990), Inc. The combined entity will have estimated annual system-wide revenues exceeding $315 million, estimated consolidated annual revenues exceeding $265 million and a store network in excess of 375 locations, according to New Look’s July 4 announcement.

Founded in 1990 by Dr. Francis Jean in Baie-Comeau, Quebec and based in Laval, Quebec, Iris has become a leading optometrist based retail eyecare provider across Canada with a network of 150 locations, comprising 53 corporate, 77 jointly owned and 20 franchise locations. The Iris banner is recognized nationally with locations in Quebec (82), British Columbia (36), Alberta (16), Ontario (15) and New Brunswick (1).

Antoine Amiel, president and director of New Look, told VMail, “This is reinforcing our position as the largest Canadian optical retailer. We are entering the optometric segment. Iris brings us a superbly managed platform for independent optometrists. We, both at Iris and New Look, are very excited.”

He added, “You may remember Francis Jean as a very charismatic and visionary optometrist who was a speaker at one of the early VM Summits. Francis and I were personally very close. He tragically passed away three years ago. It is a great honor and responsibility to be the custodian of his legacy and vision.”

Adjusted pro forma system-wide revenues of Iris for the twelve months ended Sept. 30, 2016 amounted to approximately $110 million while adjusted pro forma consolidated revenues for the same period amounted to approximately $60 million, New Look’s announcement said.

The purchase price for the shares of Iris is $120 million on a cash-free and debt-free basis, subject to customary price adjustments. New Look Vision has entered into various financing agreements to finance the acquisition, including: (i) a $38.75 million increase of its senior secured term facility with its bank to $95 million; (ii) an arrangement for a $35 million junior unsecured debt facility and a $20 million equity private placement of 646,400 subscription receipts at a price of $30.94 per subscription receipt with a Quebec-based fund; and (iii) a $30 million concurrent equity private placement of 969,600 subscription receipts at a price of $30.94 per subscription receipt.

Each newly issued subscription receipt will entitle the holder thereof, subject to certain conditions and without payment of additional consideration, to receive one Class A Common Share of New Look Vision. The private placements are expected to close on or about July 18, 2017 and are subject to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange.

Amiel stated, “We feel very privileged to welcome the Iris team into our organization. The transaction will be a major step forward for both organizations. Iris, based in Laval (QC) and Langley (BC), will operate as a stand-alone business unit within New Look Vision Group. Iris adds to New Look Vision Group’s current network a strong platform for the consolidation of the optometry based retail segment of the Canadian optical industry.”

He added, “The combined entity will have estimated annual system-wide revenues of more than $315 million, estimated consolidated annual revenues exceeding $265 million and a store network in excess of 375 locations, reinforcing New Look Vision Group’s position as the largest Canadian retail optical company and the 8th largest in North America. We will be the dominant player in Quebec, the Atlantic Provinces and British Columbia. This should lead to greater efficiencies and lower operating costs in many areas of operations.”

Dr. Michael Chaiken, president of Iris, commented, “A relationship of trust built over many years between the management teams of Iris and New Look Vision has evolved today into a common endeavor. The two businesses have been highly successful by sharing common values of hard work and integrity, dedication to eyecare, and a passion for retail optical. Joining New Look Vision Group, we, at Iris, are very much looking forward to fulfilling Dr. Jean’s vision of collaborative eyecare for Canadians.”

The acquisition of Iris is expected to close on or about Oct. 1, 2017, subject to customary closing conditions, at which time the 1,616,000 subscription receipts issued pursuant to the private placements are expected to be automatically exchanged into 1,616,000 Class A Common Shares of New Look Vision.

As of June 30, 2017, New Look Vision had 13,624,123 Class A common shares issued and outstanding. New Look Vision is comprised of a network of 227 corporate stores mainly under the New Look Eyewear, Vogue Optical and Greiche & Scaff banners and laboratory facilities using state-of-the-art technologies.

The securities to be sold under the private placements have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration.