Berkshire Partners LLC Successfully Completes Cash Tender Offer For Shares of National Vision, Inc.; Subsequent Offering Period Commences

Acquisition of Consolidated Vision Group by National Vision, Inc. is Completed

12% Senior Notes due 2009 are Refinanced

Sep 01, 2005, 01:00 ET from National Vision, Inc.

    LAWRENCEVILLE, Ga., Sept. 1 /PRNewswire-FirstCall/ -- National Vision,
 Inc. (Amex:   NVI), an operator of retail vision centers ("National Vision"),
 and Berkshire Partners LLC, a leading private equity investor, announced today
 the successful completion of the cash tender offer by Vision Acquisition
 Corp., an affiliate of Berkshire Partners, for the outstanding shares of
 common stock of National Vision at $7.25 net per share in cash, without
 interest, and the commencement of a subsequent offering period. The tender
 offer expired, as scheduled, at midnight, New York City time, on Wednesday,
 August 31, 2005.
     Based on information provided by American Stock Transfer & Trust Company,
 the depositary for the offer, a total of 4,647,907 shares, representing
 approximately 85.1% of the outstanding common stock of National Vision, were
 validly tendered prior to the expiration of the offer and not withdrawn as of
 12:00 midnight on August 31, 2005.  In addition, 95,402 shares, representing
 approximately 1.7% of the outstanding common stock of National Vision, were
 tendered subject to guaranteed delivery.  All such shares will be accepted for
 purchase in accordance with the terms of the offer and payment for the validly
 tendered shares will be paid promptly.
     In accordance with the terms of the Agreement and Plan of Merger, dated as
 of July 25, 2005, among Vision Holding Corp., Vision Acquisition Corp., and
 National Vision, Vision Acquisition will commence a subsequent offering period
 for all of the remaining untendered shares at 9:00 a.m. today to meet the
 objective of acquiring at least 90% of the shares of National Vision, and to
 give National Vision's non-tendering shareholders the opportunity to
 participate in the offer and to receive the $7.25 offer price on an expedited
 basis.  All shares properly tendered will be immediately accepted as they are
 tendered, and payment for such validly tendered shares will be paid promptly.
     Shareholders who tender during the subsequent offering period will receive
 the same $7.25 per share cash consideration paid during the initial offering
 period.  Procedures for tendering shares during the subsequent offering period
 are the same as during the initial offering period with two exceptions: (1)
 shares cannot be delivered by the guaranteed delivery procedure and (2)
 pursuant to Rule 14d-7(a)(2) under the Securities Exchange Act of 1934, as
 amended, shares tendered during the subsequent offering period may not be
     The subsequent offering period will expire at 5:00 p.m., New York City
 time, on September 9, 2005, unless extended.  Any such extension will be
 followed as promptly as practicable by a public announcement, which will be
 issued no later than 9:00 a.m. New York City time on the next business day
 after the subsequent offering period was scheduled to expire.
     Georgeson Shareholder Communications is the Information Agent for the
 tender offer.  For questions and information about the tender offer, please
 call Georgeson at (212)440-9800 or toll-free at (866)391-6923.
     Berkshire Partners intends to effect a merger of Vision Acquisition Corp.
 with National Vision as soon as practicable.  If sufficient shares are
 tendered, the merger will be consummated without a vote or meeting of National
 Vision shareholders.  In the merger, each of the remaining shares of National
 Vision common stock, other than shares held by shareholders who properly
 exercise dissenter's rights under Georgia law, will be converted into the
 right to receive $7.25 in cash, without interest.  National Vision
 shareholders who hold their stock certificates (as record holders) will
 receive notice in the mail regarding the process to surrender their shares for
 the cash payment.  National Vision shareholders whose shares are held by banks
 or brokers will receive information about their holdings from those
 institutions.  Upon completion of the merger, National Vision will cease to be
 a public company.
     In conjunction with the completion of the tender offer, National Vision
 also announced it had completed the purchase, for $88 million in cash
 (including repayment of debt), of Consolidated Vision Group, a privately held
 retailer of optical products and services which operates under the brand name
 "America's Best Contacts & Eyeglasses" ("ABC&E") headquartered in Pennsauken,
 New Jersey.  The acquisition was financed through a new, $153 million credit
 facility arranged by Freeport Financial LLC.
     "Together National Vision and ABC&E will be the fourth largest optical
 retailer and the largest independent optical chain serving the low price
 segment of the market in the U.S.," stated Randy Peeler, Managing Director of
 Berkshire Partners.  "Berkshire Partners is eager to support NVI's capable and
 experienced management as it opens new stores and takes advantage of numerous
 growth opportunities that exist as a result of the merger."
     "We believe that all our stakeholders, from our shareholders to our
 bondholders to our employees, will benefit.  This deal is an elegant solution
 to the various challenges National Vision has been facing," said Reade Fahs,
 National Vision CEO and President. "We are very happy with this result.  My
 congratulations to the entire National Vision team for their work in getting
 us to this happy position."
     National Vision also used the new credit facility to redeem, effective
 September 30, 2005, its 12% senior notes due 2009. Holders of the notes should
 receive their final payment of all outstanding principal and accrued interest
 in early October.
     TM Capital Corp., a merchant bank and financial advisory firm with offices
 in New York and Atlanta, initiated these transactions and advised the Board of
 Directors of National Vision in connection with the tender offer, acquisition
 of Consolidated Vision and related financings.
     National Vision, Inc. is a retail optical company that operates vision
 centers primarily within host environments in the United States and Mexico.
 Its vision centers sell a wide range of optical products including eyeglasses,
 contact lenses and sunglasses.
     Berkshire Partners has invested in mid-sized private companies for the
 past twenty years through six investment funds with aggregate capital
 commitments of approximately $3.5 billion.  The firm's investment strategy is
 to seek companies that have strong growth prospects and to support talented
 management teams.  Berkshire Partners has developed specific industry
 experience in several areas including retail, consumer products, industrial
 manufacturing, transportation, communications and business services.
 Berkshire Partners has been an investor in over 80 operating companies with
 more than $13.0 billion of acquisition value and combined revenues in excess
 of $17.0 billion.
     Freeport Financial LLC is a leading provider of capital and leveraged
 finance solutions to middle market companies with private equity sponsor
 ownership.  Freeport Financial LLC invests at all levels of the capital
 structure but focuses primarily on providing cash flow and asset based lending
 products including senior secured, junior secured and unsecured loans to
 support leveraged buyouts, recapitalizations, and corporate refinancings.
 Founded in 2004 by a group of experienced corporate finance and capital
 markets professionals and located at offices in Chicago and New York, Freeport
 Financial LLC has the industry expertise and product knowledge to serve the
 financing needs of private equity sponsors and their middle market companies.

SOURCE National Vision, Inc.