Berkshire Partners LLC to Acquire National Vision, Inc. for $7.25 per Share; National Vision to Acquire Consolidated Vision Group for $88 million, including Debt Repayment

Business Wire, July 26, 2005

LAWRENCEVILLE, Ga. -- National Vision, Inc. (AMEX: NVI), an operator of retail vision centers, and Berkshire Partners LLC, a leading private equity investor, announced today that NVI and an affiliate of Berkshire Partners have signed a definitive merger agreement pursuant to which Berkshire Partners will acquire National Vision for $7.25 per share. National Vision also announced an agreement to acquire all of the outstanding common stock of Consolidated Vision Group, Inc. for approximately $88 million, including debt repayment. Consolidated Vision Group operates 111 optical stores under the brand name "America's Best Contacts & Eyeglasses."

Peter T. Socha, Chairman of the Board of Directors of National Vision, commented, "The Board has directed an aggressive program of exploring strategic and financial alternatives for the company since May 2004. With a premium of 42% to our last closing stock price on July 25, 2005, and a refinancing of all outstanding debt facilities, we believe that these transactions represent an excellent outcome for all our security holders."

L. Reade Fahs, President and Chief Executive Officer of National Vision, said, "Our management team is excited about the opportunity of combining National Vision and America's Best into the fourth largest retail optical chain in America. With the backing of Berkshire Partners, we're confident of having the committed resources necessary to build a leading presence in the value segment of the optical category."

Barry Feinberg, Chief Executive Officer of Consolidated Vision Group, said, "The past three and one-half years have been very exciting at America's Best. We have led the industry in comparable store sales growth and have substantially increased our cash flow. We believe the consumer will be well served by combining our store base with National Vision."

"Berkshire Partners has been an active investor in the retail industry for over 20 years," stated Randy Peeler, Managing Director of Berkshire Partners. "We are eager to invest in NVI, which is a leader in the value segment of the optical retail market."

Pursuant to the terms of the merger agreement, Vision Acquisition Corp., an affiliate of Berkshire Partners, will commence a cash tender offer to acquire all outstanding shares of National Vision common stock at a price of $7.25 per share in cash. Following the offer, the merger agreement contemplates that Vision Acquisition Corp. will be merged with National Vision and that shares not tendered in the offer would be converted into a right to receive $7.25 in cash. The merger agreement also contemplates that National Vision's existing senior notes due 2009 will be redeemed at par.

Consummation of the tender offer is subject to the completion of National Vision's acquisition of Consolidated Vision Group, the tender of at least 67% percent of National Vision's fully diluted shares and other customary conditions. Vision Acquisition Corp. retains the right to waive the minimum tender requirement if fewer than 67% of the fully diluted shares (but at least a majority) of National Vision's shares are tendered. The parties expect that the tender offer and acquisition of Consolidated Vision Group will be completed during the third calendar quarter of 2005.

The Board of Directors of National Vision and a Special Committee of independent members of National Vision's Board of Directors approved the terms of the tender offer and merger and recommended that the shareholders of National Vision accept the offer. The Special Committee has received an opinion from its financial advisor, TM Capital Corp., to the effect that the consideration proposed to be paid to the shareholders in the transaction is fair from a financial point of view to such shareholders.

Pursuant to the merger agreement with Vision Acquisition Corp., National Vision may not participate in discussions regarding any competing offer to acquire its stock or assets, except under certain circumstances described in the merger agreement in order to comply with its fiduciary duties. If the Company's Board of Directors exercises its right to terminate the merger agreement to enter into an alternative transaction, and in certain other circumstances set out in the merger agreement, the Company would be required to pay a $1.6 million break-up fee. If the Company terminates the merger agreement, unless such termination is due to Vision Acquisition's breach, the Company will be required to reimburse Vision Acquisition for its expenses, up to $2 million. In no event will the combined amount of the breakup fee and expense reimbursement payments exceed $2.6 million in the aggregate. National Vision intends to file a Schedule 14D-9 Recommendation Statement with the Securities and Exchange Commission relating to the transaction with a copy of the merger agreement as an exhibit.

In conjunction with entering into the merger agreement with Vision Acquisition Corp., National Vision also announced that it had entered into an agreement to purchase all of the outstanding stock of Consolidated Vision Group, a privately held retailer of optical products and services headquartered in Pennsauken, New Jersey. National Vision's acquisition of Consolidated Vision Group has been approved unanimously by the boards of directors of National Vision and Consolidated Vision Group.