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 based out of Vancouver, 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.
This marks the largest investment into a Canadian ecommerce company in history. This also marks the largest investment into a Canadian optical company in history.
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.