Berkshire Partners LLC Successfully Completes Cash Tender Offer For Shares Of National Vision, Inc.; Acquisition of Consolidated

National Vision, Inc. (Amex: NVI), an operator of retail
vision centers ("National Vision"), and Berkshire Partners LLC, a
leading private equity investor, announced today the successful
completion of the cash tender offer by Vision Acquisition Corp., an
affiliate of Berkshire Partners, for the outstanding shares of common
stock of National Vision at $7.25 net per share in cash, without
interest, and the commencement of a subsequent offering period. The
tender offer expired, as scheduled, at midnight, New York City time,
on Wednesday, August 31, 2005.
   Based on information provided by American Stock Transfer & Trust
Company, the depositary for the offer, a total of 4,647,907 shares,
representing approximately 85.1% of the outstanding common stock of
National Vision, were validly tendered prior to the expiration of the
offer and not withdrawn as of 12:00 midnight on August 31, 2005. In
addition, 95,402 shares, representing approximately 1.7% of the
outstanding common stock of National Vision, were tendered subject to
guaranteed delivery. All such shares will be accepted for purchase in
accordance with the terms of the offer and payment for the validly
tendered shares will be paid promptly.
   In accordance with the terms of the Agreement and Plan of Merger,
dated as of July 25, 2005, among Vision Holding Corp., Vision
Acquisition Corp., and National Vision, Vision Acquisition will
commence a subsequent offering period for all of the remaining
untendered shares at 9:00 a.m. today to meet the objective of
acquiring at least 90% of the shares of National Vision, and to give
National Vision's non-tendering shareholders the opportunity to
participate in the offer and to receive the $7.25 offer price on an
expedited basis. All shares properly tendered will be immediately
accepted as they are tendered, and payment for such validly tendered
shares will be paid promptly.
   Shareholders who tender during the subsequent offering period will
receive the same $7.25 per share cash consideration paid during the
initial offering period. Procedures for tendering shares during the
subsequent offering period are the same as during the initial offering
period with two exceptions: (1) shares cannot be delivered by the
guaranteed delivery procedure and (2) pursuant to Rule 14d-7(a)(2)
under the Securities Exchange Act of 1934, as amended, shares tendered
during the subsequent offering period may not be withdrawn.
   The subsequent offering period will expire at 5:00 p.m., New York
City time, on September 9, 2005, unless extended. Any such extension
will be followed as promptly as practicable by a public announcement,
which will be issued no later than 9:00 a.m. New York City time on the
next business day after the subsequent offering period was scheduled
to expire. Georgeson Shareholder Communications is the Information
Agent for the tender offer. For questions and information about the
tender offer, please call Georgeson at [phone] or toll-free at
[phone].
   Berkshire Partners intends to effect a merger of Vision
Acquisition Corp. with National Vision as soon as practicable. If
sufficient shares are tendered, the merger will be consummated without
a vote or meeting of National Vision shareholders. In the merger, each
of the remaining shares of National Vision common stock, other than
shares held by shareholders who properly exercise dissenter's rights
under Georgia law, will be converted into the right to receive $7.25
in cash, without interest. National Vision shareholders who hold their
stock certificates (as record holders) will receive notice in the mail
regarding the process to surrender their shares for the cash payment.
National Vision shareholders whose shares are held by banks or brokers
will receive information about their holdings from those institutions.
Upon completion of the merger, National Vision will cease to be a
public company.
   In conjunction with the completion of the tender offer, National
Vision also announced it had completed the purchase, for $88 million
in cash (including repayment of debt), of Consolidated Vision Group, a
privately held retailer of optical products and services which
operates under the brand name "America's Best Contacts & Eyeglasses"
("ABC&E") headquartered in Pennsauken, New Jersey. The acquisition was
financed through a new, $153 million credit facility arranged by
Freeport Financial LLC.
   "Together National Vision and ABC&E will be the fourth largest
optical retailer and the largest independent optical chain serving the
low price segment of the market in the U.S.," stated Randy Peeler,
Managing Director of Berkshire Partners. "Berkshire Partners is eager
to support NVI's capable and experienced management as it opens new
stores and takes advantage of numerous growth opportunities that exist
as a result of the merger."
   "We believe that all our stakeholders, from our shareholders to
our bondholders to our employees, will benefit. This deal is an
elegant solution to the various challenges National Vision has been
facing," said Reade Fahs, National Vision CEO and President. "We are
very happy with this result. My congratulations to the entire National
Vision team for their work in getting us to this happy position."
   National Vision also used the new credit facility to redeem,
effective September 30, 2005, its 12% senior notes due 2009. Holders
of the notes should receive their final payment of all outstanding
principal and accrued interest in early October.
   TM Capital Corp., a merchant bank and financial advisory firm with
offices in New York and Atlanta, initiated these transactions and
advised the Board of Directors of National Vision in connection with
the tender offer, acquisition of Consolidated Vision and related
financings.
   National Vision, Inc. is a retail optical company that operates
vision centers primarily within host environments in the United States
and Mexico. Its vision centers sell a wide range of optical products
including eyeglasses, contact lenses and sunglasses.
   Berkshire Partners has invested in mid-sized private companies for
the past twenty years through six investment funds with aggregate
capital commitments of approximately $3.5 billion. The firm's
investment strategy is to seek companies that have strong growth
prospects and to support talented management teams. Berkshire Partners
has developed specific industry experience in several areas including
retail, consumer products, industrial manufacturing, transportation,
communications and business services. Berkshire Partners has been an
investor in over 80 operating companies with more than $13.0 billion
of acquisition value and combined revenues in excess of $17.0 billion.
   Freeport Financial LLC is a leading provider of capital and
leveraged finance solutions to middle market companies with private
equity sponsor ownership. Freeport Financial LLC invests at all levels
of the capital structure but focuses primarily on providing cash flow
and asset based lending products including senior secured, junior
secured and unsecured loans to support leveraged buyouts,
recapitalizations, and corporate refinancing. Founded in 2004 by a
group of experienced corporate finance and capital markets
professionals and located at offices in Chicago and New York, Freeport
Financial LLC has the industry expertise and product knowledge to
serve the financing needs of private equity sponsors and their middle
market companies.