BUSINESS: Retailers FFL Partners and CDPQ Agree to Acquire New Look Vision Group Inc. in an All-Cash Transaction That Values New Look at $800 Million By Staff Friday, March 19, 2021 2:37 PM MONTREAL, Quebec—New Look Vision Group Inc. (TSX: BCI.TO) said that it has entered into an arrangement agreement to be acquired by NL1 AcquireCo Inc, an entity created by a group composed of funds managed by FFL Partners, LLC, a San Francisco-based private equity firm, Caisse de dépôt et placement du Québec (CDPQ), and the Dr. H. Doug Barnes Family. New Look Vision is a leading provider of eyecare products and services across Canada and entered the U.S. in 2020. The company's network of stores totals 406 locations, operating mainly under the New Look Eyewear, Vogue Optical, Greiche & Scaff, Iris and Edward Beiner banners.Under the terms of the arrangement agreement, subject to shareholder, court and other customary approvals, the Purchaser will acquire, for a purchase price of $50 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. The purchase price represents a 26 percent premium to the New Look Vision closing share price on March 18, 2021 and a 37 percent premium to the 30-day volume-weighted average price per share for the period ending on March 18, 2021.W. John Bennett, longtime 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 CEO 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 have been an active investor in the optical industry for many years, and have long been impressed by New Look Vision's track record, premier customer experience, and commitment to its doctors, partners and employees," commented Chris Harris, managing partner at FFL. "We are excited to partner with New Look Vision's management and the rest of the New Look Vision team and to support their next stage of growth.""We are proud to support New Look Vision—a Québec leader in the provision of eyecare products and services—and bring our constructive capital approach toward 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 to be effected by way of a court-approved plan of arrangement and 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.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 (without limitation) the following:• Compelling Value to New Look Vision Shareholders: 26 percent premium to New Look Vision's closing price per share on the TSX on March 18, 2021 and a 37 percent 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 was negotiated by the Special Committee, which was comprised solely of directors who are independent of the company and the rollover shareholders (as defined herein), and was advised by independent financial and legal advisors. The transaction will become effective only if it is approved by (i) at least 66 2/3 percent 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. • Under the Transaction, 8104107 Canada Inc., a company controlled by Antoine Amiel, the president and CEO of New Look Vision, as well as Bennett Church Hill Capital Inc., a company controlled by W. John Bennett, the chairmanof New Look Vision, have agreed to roll-over 200,000 Shares and 400,000 Shares, respectively for shares in the capital of the purchaser. The rollover shares comprise less than 4.0 percent of the shares outstanding.Antoine Amiel, 8104107 Canada Inc., W. John Bennett, Benvest Holdings Limited and Bennett Church Hill Capital Inc. have entered into irrevocable voting and support agreements in respect of the transaction, representing approximately 36.2 percent of the issued and outstanding shares. In addition, each of the other directors holding Shares and certain executive officers of New Look Vision, representing in the aggregate approximately 4.2 percent of the issued and outstanding shares, have entered into revocable support and voting agreements pursuant to which each has committed to vote in favor of the transaction.The arrangement agreement includes customary provisions relating to non-solicitation, subject to customary "fiduciary out" provisions that entitle the Board to consider and, subject to certain conditions, accept a superior proposal if the purchaser does not match the superior proposal. A termination fee of $27,400,000 (representing approximately 3.5 percent of undiluted equity value of the company) will be payable by New Look Vision to the purchaser in certain circumstances, including if the purchaser fails to exercise its right to match in the context of a superior proposal supported by New Look Vision. The purchaser has agreed to pay New Look Vision a termination fee of $39,150,000 (representing approximately 5.0 percent of undiluted equity value of the company) if the Transaction is not completed in certain circumstances.A special meeting of New Look Vision shareholders to consider the proposed transaction is expected to be held no later than May 18, 2021. In light of ongoing public health concerns related to the COVID-19 pandemic and in order to comply with government decrees, the special meeting of New Look Vision shareholders will be held in virtual-only format, conducted via live webcast. Shareholders will be able to participate and vote at the meeting online regardless of their geographic location. Additional details regarding the terms and conditions of the transaction, the rationale for the recommendations made by the Special Committee and the Board, and how shareholders can participate in and vote at the virtual meeting, will be set out in New Look Vision's management information circular. Copies of the arrangement agreement and the management information circular will be filed by the company under its profile at www.sedar.com.National Bank Financial Inc., acting as financial advisor to the company, has provided the Special Committee and the Board, and PricewaterhouseCoopers LLP, acting as financial advisor to the Special Committee, 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 and CDPQ, in each case subject to the respective limitations, qualifications, assumptions, and other matters set forth in such opinions. Both fairness opinions will be made available to shareholders in New Look Vision's management information circular for the special meeting of shareholders, which will be filed by the company under its profile at www.sedar.com.National Bank Financial Inc. and HPC Puckett & Company are acting as financial advisors to the company. PricewaterhouseCoopers LLP is acting as independent financial advisor to the Special Committee. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to the company and McCarthy Tétrault LLP is acting as independent legal advisor to the Special Committee. Willkie Farr & Gallagher LLP and Stikeman Elliott LLP are acting as U.S. and Canadian legal advisors, respectively, to the Purchaser. Osler, Hoskin & Harcourt LLP is acting as legal advisor to CDPQ.In addition to its retail stores and banners, New Look Group operates a laboratory facility, located in Ville St-Laurent, Quebec.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 health care services partnering with exceptional management teams where the firm's high engagement operating model and extensive network can help accelerate growth and unlock value.Caisse de dépôt et placement du Québec (CDPQ), we invest constructively to generate sustainable returns over the long term. As a global investment group managing funds for public retirement and insurance plans, we work alongside our partners to build enterprises that drive performance and progress. We 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.