FFL Partners, LLC, Caisse de dépôt et placement du Québec Bennett Church Hill Capital Inc., 8104107 Canada Inc. and H. Doug Barnes Family signed an agreement to acquire New Look Vision Group Inc. (TSX:BCI) from 8104107 Canada Inc, Bennett Church Hill Capital Inc., Benvest Holdings, Ltd., W. John Bennett and others for approximately CAD 780 million on March 18, 2021. Under the terms of the arrangement, FFL Partners, LLC, Caisse de dépôt et placement du Québec and H. Doug Barnes Family will acquire shares at CAD 50 per share. 8104107 Canada Inc, and Bennett Church Hill Capital Inc. agreed to roll over 0.2 million and 0.4 million shares respectively. Both before and after the execution of the arrangement agreement, Benvest Holdings held 4.8 million Shares representing 30.74% of New Look Vision's 15.7 million issued and outstanding Shares. New Look Vision Group Inc. shall pay termination fee of CAD 27.4 million if New Look Vision Group Inc. fails to complete the transaction. Similarly, FFL Partners, LLC, Caisse de dépôt et placement du Québec and H. Doug Barnes Family shall pay termination fee of CAD 39.15 million if transaction fails to be completed by buyers. The transaction is subject to approvals from shareholders of New Look Vision Group Inc, court and required regulatory approvals along with customary closing conditions. Completion of the transaction is not subject to any financing condition. The independent Board Committee and Board of Directors of New Look Vision Group Inc. unanimously recommended its shareholders to vote in favor of the transaction. The Board of Directors established the independent Special Committee to consider and evaluate the financing alternatives available to the Company and matters related thereto. The Special Committee is chaired by Paul S. Echenberg and includes M. William Cleman and C. Emmett Pearson, each of whom is independent of the Company and the Rollover Shareholders under applicable corporate and securities laws. A special meeting of shareholders of New Look Vision Group Inc. is expected to held on May 14, 2021. As of May 10, 2021, Institutional Shareholder Services Inc. and Glass Lewis and Co., LLC have recommended that holders of Class A common shares of New Look Vision vote FOR the proposed plan of arrangement. As of May 14, 2021, the transaction has been approved by New Look Vision Group shareholders. As per filing on May 18, 2021 New Look Vision obtained a final order from the Québec Superior Court and New Look Vision and FFL have now received all required third-party approvals to complete the Arrangement. Completion is scheduled to take place during first half of 2021. As of April 16, 2021, the transaction is expected to be completed in the second quarter of 2021. As of May 14, 2021, the transaction is expected to close on or about May 26, 2021. National Bank Financial, Inc. and HPC Puckett & Company acted as financial advisors to New Look Vision Group Inc. PricewaterhouseCoopers LLP provided financial advisory and fairness opinion to independent board of committee of New Look Vision Group Inc. National Bank Financial, Inc. also provided fairness opinion to New Vision. Richard Cherney, Elliot Greenstone, Elise Beauregard, Dan Wolfensohn, Brian Bloom, Elisa Kearney, John Lennard, Louis-Martin O’Neill and Olivier Désilets of Davies Ward Phillips & Vineberg LLP and McCarthy Tétrault LLP acted as legal advisors and Edelman Financial is acted as financial advisor to New Look Vision Group Inc. Viktor Okasmaa, David Cosgrove, Russell Pinilis and Neil W. Townsend of Willkie Farr & Gallagher LLP and Sean Vanderpol and Jonah Mann of Stikeman Elliott LLP acted as legal advisors to FFL Partners, LLC, Caisse de dépôt et placement du Québec and H. Doug Barnes Family. Osler, Hoskin & Harcourt LLP acted as legal advisor to Caisse de dépôt et placement du Québec. Computershare Investor Services Inc. acted as depositary for New Look. Barclays Capital Markets, LLC acted as financial advisor to FFL Partners, LLC, Caisse de dépôt et placement du Québec and the Barnes Family. Laurel Hill Advisory Group acted as the proxy solicitation agent to New Vision and will be paid CAD 45,000 as part of the transaction. Computershare Trust Company of Canada acted as the transfer agent to New Vision. Raymond Chabot Grant Thornton (LLP) acted as the accountant to New Vision.