Coastal Contacts Inc. ("Coastal.com" or "the Company") (Nasdaq:COA)
(TSX:COA), a leading global manufacturer and digital retailer of
high-quality glasses and contact lenses, announced today that it
has entered into an Acquisition Agreement with Essilor
International under which Essilor has agreed to acquire all of the
issued and outstanding common shares of Coastal.com for a purchase
price of CAD$12.45 per share, representing a net equity value of
approximately CAD$430 million.
The purchase price per share represents a premium of 43% over
the three month volume-weighted average price of CAD$8.73 on the
TSX and 84% over the six month volume-weighted average price of
CAD$6.78.
"Essilor shares Coastal.com's focus on customers, innovation and
growth", said Roger Hardy, Coastal.com's founder and CEO. "The
combination will enhance Coastal.com's ability to achieve its goals
while realizing a significant all-cash premium for our
shareholders. I am confident this transaction is the right
decision for Coastal.com, our employees and our shareholders."
The transaction will be implemented by way of a statutory plan
of arrangement and is subject to customary closing conditions,
including approval by shareholders, court approval and regulatory
approval. Assuming the timely receipt of such approvals, the
transaction is expected to close in the second quarter of 2014.
The Board of Directors of Coastal.com, acting on the
recommendation of its independent special committee and after
consultation with its legal and financial advisors, unanimously
approved the Acquisition Agreement and recommend that shareholders
of Coastal.com vote their common shares in favour of the
Arrangement. Members of the Board and officers of Coastal.com
collectively holding over 16% of the outstanding common shares of
Coastal.com have also entered into support and voting agreements
with Essilor.
The Acquisition Agreement provides for a customary
non-solicitation covenant on the part of Coastal.com and, in the
event of a superior proposal, Essilor has the right to either match
the superior proposal or receive a termination fee in the amount of
CAD$16 million.
Further details regarding the terms of the Arrangement are set
out in the Acquisition Agreement, which will be publicly filed by
Coastal.com with the Canadian securities regulatory authorities on
SEDAR at http://www.sedar.com and with the U.S. Securities and
Exchange Commission on EDGAR at http://www.sec.gov. In addition,
details of the Arrangement, including a summary of the terms and
conditions of the Acquisition Agreement, will be disclosed in a
management information circular of Coastal.com, which will be
mailed to shareholders and will also be available on SEDAR and
EDGAR. Shareholders are urged to carefully read the information
circular once it becomes available.
Financial and Legal Advisors
Guggenheim Securities LLC acted as lead financial advisor and
Roth Capital Partners as co-financial advisor and McCarthy Tétrault
LLP is acting as legal advisor to Coastal.com in connection with
the transaction. Neal, Gerber & Eisenberg LLP is acting as
special U.S. counsel to Coastal.com. BMO Capital Markets is acting
as financial advisor and Blake, Cassels & Graydon LLP is acting
as legal advisor to the Special Committee.
About Essilor
The world's leading ophthalmic optics company, Essilor designs,
manufactures and markets a wide range of lenses to improve and
protect eyesight. Its corporate mission is to enable everyone
around the world to access lenses that meet his or her unique
vision requirements. To support this mission, the Company allocates
more than €150 million to research and innovation every year, in a
commitment to continuously bring new, more effective products to
market. Essilor's flagship brands are Varilux®, Crizal®, Definity®,
Xperio®, OptifogTM, Foster Grant®, Bolon® and Costa®. It also
develops and markets equipment, instruments and services for
eyecare professionals.
Essilor reported consolidated revenue of over €5 billion in 2013
and employs more than 55,000 people. It operates in some 100
countries with 28 plants, more than 450 prescription laboratories
and edging facilities, as well as several research and development
centers around the world. For more information, please visit
www.essilor.com.
The Essilor share trades on the NYSE Euronext Paris market and
is included in the Euro Stoxx 50 and CAC 40 indices.
Codes and symbols: ISIN: FR0000121667; Reuters: ESSI.PA;
Bloomberg: EI:FP.
About Coastal.com
Coastal.com is a leading manufacturer and online retailer of
eyewear products offered through a family of world class
websites. Established in 2000, the Coastal.com family of
brands offers an extensive, in stock selection of prescription
eyewear, contact lenses and sunglasses. Coastal.com's vision
is to make the process simple, either on-line or at one of our
retail showrooms, so our customers can see everything life has to
offer. For more information about Coastal.com, please visit
www.coastal.com.
Cautionary Note Regarding Forward-Looking
Statements
All statements made in this news release which are not current
statements or historical facts constitute "forward-looking
information" within the meaning of applicable Canadian securities
laws and "forward-looking statements" as defined in Section 27A of
the United States Securities Act of 1933, Section 21E of the United
States Securities Exchange Act of 1934, the Private Securities
Litigation Reform Act of 1995, or in releases made by the United
States Securities and Exchange Commission, all as may be amended
from time to time, and the words "may", "would", "could", "will",
"intend", "plan", "anticipate", "believe", "estimate", "expect",
"goal", "target", "should", "likely", "potential", "continue",
"project", "forecast", "prospects", and similar expressions
typically are used to identify forward-looking information and
statements.
Forward-looking information and statements are based on the
then-current expectations, beliefs, assumptions, estimates and
forecasts about the Arrangement, Coastal.com's business and the
industry and markets in which it operates. Forward-looking
information and statements are not guarantees of future performance
and involve risks, uncertainties and assumptions which are
difficult to predict. You are cautioned that forward-looking
information and statements are subject to a number of known and
unknown risks, uncertainties and other factors, many of which are
beyond Coastal.com's control that could cause Coastal.com's actual
future results or performance to be materially different from those
that are disclosed in or implied by the forward-looking
information. These factors include, but are not limited to, risks
and uncertainties associated with the timely receipt of
required shareholder, court and regulatory approvals in connection
with the Arrangement; changes in the market; potential downturns in
economic conditions; consumer credit risk; Coastal.com's ability to
implement its business strategies; competition from traditional and
online retailers; limited suppliers; limited availability of
inventory; disruption in Coastal's distribution facilities; mergers
and acquisitions; foreign currency exchange rate fluctuations;
regulatory requirements; demand for contact lenses, eyeglasses
and related vision care products; the risk that Coastal.com will
not be successful in defending against litigation; dependence on
the Internet; and the other risks detailed in Coastal.com's filings
with the Canadian securities regulatory authorities.
You should not place undue reliance on forward-looking
information and statements which are qualified in their entirety by
this cautionary note. Forward-looking information and statements in
this news release are made as of the date hereof and Coastal.com
expressly disclaims any intent or obligation to update such
forward-looking information or statements, unless Coastal.com
specifically states otherwise or as required by applicable law.
For a complete discussion of the assumptions, risks and
uncertainties related to Coastal.com's business, you are encouraged
to review Coastal.com's filings with the Canadian securities
regulatory authorities filed on SEDAR at http://www.sedar.com.
CONTACT: Terry Vanderkruyk
Chief Corporate Development Officer
Coastal.com
(604) 676-4498
terryv@coastal.com
or
Liolios Group, Inc.
Scott Liolios or Cody Slach
(949) 574-3860
COA@liolios.com
Coastal Contacts - Ordinary Shares (MM) (NASDAQ:COA)
Historical Stock Chart
From Dec 2024 to Jan 2025
Coastal Contacts - Ordinary Shares (MM) (NASDAQ:COA)
Historical Stock Chart
From Jan 2024 to Jan 2025