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 31st, 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 1st, 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.