Case Study

EMK Capital has acquired an interest in the newly formed EyeCare Group, a high-end optical retail chain with approximately 100 stores in the Netherlands.

The group consists of a merger of eight independent family businesses, being Bril In Mode, Briljant Group, City Lens group, EyeCare, Iris Optiek, Saton Optiek, Van der Leeuw Optiek and Verhoeven Group. The individual companies within the group will work together with the aim of further professionalizing their companies and enabling them to grow further. The group of companies is the market leader in the higher segment of the Dutch optical and hearing retail and has the ambition to further expand this position. In addition to the synergy benefits to be achieved, the acquisition ensures that the EyeCare Group can make a professionalization in the field of digitization and innovation.

Rob van der Leeuw, previous owner of Van der Leeuw Optiek and Non-Executive Director of EyeCare Group, explains: “I am very enthusiastic about the future collaboration between the joint optical companies, the management and EMK Capital. EyeCare Group is the first major player in the higher segment of optical companies with national coverage. In addition, the group has the financial resources to become a data-driven organization with a fully integrated omnichannel strategy. Ultimately, we aim to provide our employees with opportunities to increase their professional knowledge, let our customers experience premium eye care and provide them with personalized and innovative products. In addition to organic growth, we also see plenty of opportunities to further expand the number of stores through acquisitions.”

Lindenaar & Co advised the shareholders of the eight companies throughout the acquisition process. The activities included reaching mutual agreements between the participants, assisting in the joint strategy and formation of the management of the new combination, drafting the information memorandum in which the joint new company was presented, managing a competitive process with a relatively large number of interested investors, structuring the transaction, assistance with the (vendor) due diligence investigation and the final negotiations with regard to the share purchase and the shareholder agreements.

What we have done

Bringing together eight independent family businesses

At the initiative of two of the family businesses, Lindenaar & Co approached the other independent family businesses and presented the plan for a merger. This has resulted in eight participating optical companies who have jointly formed the EyeCare Group. Throughout the entire process, Lindenaar & Co was the central point of contact for all eight participating companies, in which mutual agreements and cooperation were crucial for the success of this extraordinary transaction.

Information memorandum

After establishing a timetable and action plan, an extensive information memorandum and financial model was drawn up in collaboration with the entrepreneurs of the newly formed EyeCare Group, so that potential buyers would get a complete picture of the optical chains, the activities, the growth ambitions and the associated financial results and expectations. Since no joint strategy was yet in place, Lindenaar & Co worked out the integration plans and the joint strategy together with the new management (including synergy benefits).

Contact with potential investors

Based on the growth strategy of the EyeCare Group and the needs of the shareholders, Lindenaar & Co compiled a long- & short-list of potential investors. These parties were formally approached by Lindenaar & Co with a teaser and NDA, after which an information memorandum was sent to the interested parties. Lindenaar & Co set up and supervised management presentations between the EyeCare Group and the interested parties, so that the parties could get to know each other better.

Assessment of the indicative offers

During the process, several indicative offers were submitted and Lindenaar & Co assisted the EyeCare Group in comparing these offers on the basis of quantitative and qualitative criteria. Based on various management presentations and the comparison of offers, a great match between EMK Capital and the needs of the shareholders and the new management of the EyeCare Group became abundantly clear.

Due diligence assistance

Lindenaar & Co has set up a digital data room based on business information from the eight optical companies, managed the entire (vendor) due diligence process and coordinated the questions of the various due diligence advisors (including financial, legal and operational).

Final negotiations

Based on the due diligence results and the wishes of the EyeCare Group, Lindenaar & Co, together with legal advisors, negotiated the documentation, including the share purchase agreement (SPA) and the shareholders agreement (SHA). In addition to the valuation and the percentage of the shares to be sold, important elements of this documentation also concerned other important parts of the transaction, such as the details of the financing of the transaction, the reinvestment by the former shareholders and the future role of the new management.

EyeCare Group
EyeCare Group

EyeCare Group is a new company consisting of eight high-end retail opticians and hearing shops with approximately 100 stores and 600 employees in a large part of the Netherlands.

EMK Capital
EMK Capital

EMK Capital is a hands-on investment company from the United Kingdom. EMK Capital focuses on the business services, consumer and industrial sectors. The investment company manages £1.5 billion in its second fund.