Berkshire Partners LLC to Acquire National Vision, Inc. for $7.25 Per Share

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 


LAWRENCEVILLE, Ga., July 26  /PRNewswire-FirstCall/ -- 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.

In connection with the Consolidated Vision Group acquisition, National Vision
will pay approximately $88 million in cash, approximately $48 million of which
will be used to repay debt and other obligations of Consolidated Vision Group
and the remainder of which will be paid to the Consolidated Vision Group
shareholders. The CVG acquisition, and the repayment of National Vision's
senior notes to occur in conjunction with the CVG acquisition, would be
financed through a new credit facility arranged by Freeport Financial and a
cash investment by Berkshire Partners.  National Vision would be obligated to
pay a break up fee to the Consolidated Vision Group shareholders of $4 million
if the Consolidated Vision Group acquisition fails to close by December 22,
2005 due to its failure to close the contemplated financing.

The consummation of National Vision's acquisition of Consolidated Vision Group
is conditioned upon the simultaneous closing of the tender offer by Vision
Acquisition Corp. for National Vision's shares.

The pre-approval requirements of the Hart-Scott-Rodino Antitrust Improvements
Act do not apply either to the acquisition of National Vision by Berkshire or
to the acquisition of Consolidated Vision Group by National Vision.

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.  As of the end of the most recent fiscal quarter on July
2, 2005, the Company operated 412 vision centers, including 290 located inside
domestic Wal-Mart stores.  National Vision depends on its domestic Wal-Mart
locations for substantially all of its revenues and cash flow.  Investments in
the debt and equity securities of National Vision, Inc. are subject to
substantial risks as described in the Company's public filings with the
Securities and Exchange Commission.

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 has developed specific industry experience in several areas including
retail, consumer products, industrial manufacturing, transportation,
communications and business services.  Berkshire has been an investor in over
80 operating companies with more than $12.0 billion of acquisition value and
combined revenues in excess of $15.0 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 refinancings. 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 has the industry expertise and product knowledge to serve the
financing needs of private equity sponsors and their middle market companies.

The tender offer for the outstanding shares of National Vision has not yet
commenced. This announcement is not a recommendation, an offer to purchase or a
solicitation of an offer to sell shares of National Vision. Shareholders should
read, when available:

   - National Vision's solicitation/recommendation statement on Schedule
     14D-9, and
   - Vision Acquisition Corp.'s Tender Offer statement on Schedule TO,
     including the Offer to Purchase, the Letter of Transmittal and the
     Notice of Guaranteed Delivery.



Each of these documents will contain important information about the tender
offer. When they become available, shareholders can obtain these documents for
free from the U.S. Securities and Exchange Commission's website at
http://www.sec.gov/.

TM Capital Corp., the financial advisor to the Special Committee and to the
Board of Directors of National Vision, is a New York and Atlanta based merchant
bank which advises clients on a broad range of global merger, acquisition and
financing transactions.

Kilpatrick Stockton LLP acted as legal advisor to the Board of Directors of
National Vision and Weil, Gotshal & Manges LLP acted as legal advisor to
Berkshire Partners and its affiliates.

This press release may contain forward-looking statements, including statements
about the timing and completion of an all cash tender offer for National
Vision's outstanding shares, the ability to complete the tender offer and
subsequent merger on the terms contemplated, the value of the transaction, the
anticipated impact of the acquisition on National Vision's operations and
financial results and other projections within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.  These statements are subject to risks and uncertainties, including the
risk that the transactions described in this press release are not consummated,
as well as the risks and uncertainties disclosed in National Vision's filings
with the Securities and Exchange Commission, including its annual report on
Form 10-K for the fiscal year ended January 1, 2005, and its quarterly report
on Form 10-Q for the period ended April 2, 2005, that could cause actual
results to differ materially from those projected in these forward-looking
statements.  These statements speak only as of the date of this press release,
and National Vision and Berkshire Partners undertake no obligation to update or
revise any of the statements, risks or reasons why actual results might differ. 
All forward-looking statements are expressly qualified in their entirety by this
cautionary statement. 

DATASOURCE: National Vision, Inc.



CONTACT:  Paul A. Criscillis, Jr., Senior Vice President and CFO of

National Vision, Inc., [phone]



Web site:  http://www.nationalvision.com/

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