Business Services Industry
HVHC Completes Acquisition of ECCA Holdings
Business Wire, August 2, 2006
SAN ANTONIO -- Highmark Inc. ("Highmark") and ECCA Holdings Corporation ("ECCA Holdings") announced today that HVHC Inc. ("HVHC"), a subsidiary of Highmark, and ECCA Holdings have completed the previously announced merger of ECCA Holdings with a subsidiary of HVHC, resulting in ECCA Holdings becoming a wholly owned subsidiary of HVHC. Eye Care Centers of America, Inc. ("ECCA"), a San Antonio, Texas -- based optical retail chain, is owned by ECCA Holdings and as a result of the merger is now an indirect wholly-owned subsidiary of Highmark.
Combined with its other two vision subsidiaries, Davis Vision and Viva Optique, HVHC has a comprehensive offering of optical retail products and services, vision benefits and services, and the design and distribution of eyewear. HVHC continues on its path of vertical integration and through its three vision subsidiaries will have combined pro forma revenue exceeding $900 million in 2006.
Citigroup Corporate and Investment Banking acted as financial advisor to Highmark and along with PNC Capital Markets LLC arranged financing for HVHC. Buchanan Ingersoll & Rooney PC served as Highmark's legal advisor and Bingham McCutchen LLP represented the majority selling stockholder in the acquisition and ECCA with respect to the Change of Control Offer for ECCA's Notes, discussed below.
Change of Control Offer for Outstanding 10 3/4% Senior Subordinated Notes Due 2015
The completion of the acquisition of ECCA Holdings on August 1, 2006 constitutes the "Change of Control" described in ECCA's previously announced Change of Control Notice and Offer to Purchase of its outstanding 10 3/4% Senior Subordinated Notes due 2015 (the "Notes") dated July 12, 2006 and under the Indenture dated February 4, 2005 between ECCA and the Bank of New York, as trustee, covering the Notes. The terms of the Change of Control Offer specify that it will expire at 5:00 PM, New York City time, on a date that is ten days following the consummation of the Change of Control, which is August 11, 2006, and that the Change of Control Payment Date for holders of Notes validly tendered and accepted for payment prior to the expiration will occur not more than one business day after such expiration, which is August 14, 2006. For more information and the terms and conditions of the Change of Control Offer, please see ECCA's Change of Control Notice and Offer to Purchase dated July 12, 2006.
About Eye Care Centers Of America, Inc.
With 385 stores in 36 states, Eye Care Centers of America, Inc. is the third largest retail optical chain in the U.S. The company's brand names include EyeMasters, Binyon's, Visionworks, Hour Eyes, Dr. Bizer's VisionWorld, Dr. Bizer's ValueVision, Doctor's ValuVision, Stein Optical, Vision World, Doctor's VisionWorks, and Eye DRx. Founded in 1984, the company is headquartered in San Antonio, Texas. For more information, visit www.ecca.com.
About Highmark Inc.
Highmark, an independent licensee of the Blue Cross Blue Shield Association, is one of the top health insurers in the United States with corporate headquarters in Pittsburgh, PA. Highmark Inc.'s mission is to provide access to affordable, quality health care enabling individuals to live longer, healthier lives. Highmark serves 4.6 million people through the company's health care benefits business, and contributes millions of dollars each year to help keep quality health care programs affordable and to support community-based programs that work to improve people's health. Highmark's vision subsidiary business provides services to approximately 35 million funded and discount members in Pennsylvania and across the nation. For more information, visit www.highmark.com.
This press release does not constitute an offer to buy, the solicitation of an offer to sell or the solicitation of consents with respect to the notes. In accordance with any state securities laws applicable to the Change of Control Offer in the United States which require the Change of Control Offer to be made to the public by a licensed broker or dealer, the Change of Control Offer shall be deemed to be made to the holders of Notes residing in those states. The Change of Control Offer is being made solely pursuant to the Change of Control Notice and Offer to Purchase, dated July 12, 2006.
Forward-Looking Statements:
Some statements in this press release are forward-looking statements. Forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions and other statements contained in this press release that are not historical facts. These forward-looking statements may relate to, among other things, our future performance generally, business development activities, strategy, projected synergies, future capital expenditures, financing sources and availability and the effects of regulation and competition. When used in this press release, the words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "will" or "should" or, in each case, their negative and similar expressions are generally intended to identify forward-looking statements although not all forward-looking statements contain such identifying words.
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