1
Filed by Laser Vision Centers Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Laser Vision Centers Inc.
Commission File No.: 001-10629
The following is the text of a joint press release issued by TLC Laser Eye
Centers Inc. and Laser Vision Centers Inc. on Monday, August 27, 2001:
[LOGO OF TLC LASER EYE CENTERS INC.] [LOGO OF LASER VISION CENTERS INC.]
JOINT NEWS RELEASE
FOR IMMEDIATE RELEASE
For further information:
For analyst, investor and business/financial/trade media support contact:
Stephen Kilmer, TLC Laser Eye Centers Inc., 1-888-TLC-1033 ext. 3904,
stephen.kilmer@tlcvision.com or John Stiles, Laser Vision Centers Inc.,
314-434-6900, jstiles@laservision.com.
For consumer, doctor and general inquiries contact: David Smith, TLC VISION
Merger Hotline, 1-888-TLC-1033 ext. 3060, merger@tlcvision.com.
TLC AND LASER VISION CENTERS MERGER TO CREATE
NORTH AMERICA'S PREMIER EYE SURGERY COMPANY
New York, NY, August 27, 2001 - TLC Laser Eye Centers Inc. (NASDAQ:TLCV;
TSE:TLC) and Laser Vision Centers Inc. (NASDAQ:LVCI) announced today a
definitive merger agreement, creating North America's premier eye surgery
services provider.
The merger, which will be effected in an all-stock combination, combines TLC's
premier laser eye surgery brand offering with LaserVision's leading position in
mobile excimer laser, cataract, and related equipment access provision. More
than 258,000 paid refractive procedures were performed using the two company's
equipment and facilities in the most recent fiscal year, generating combined
revenues of over US$270 million.
2
International headquarters for the new company, to be known as TLC VISION
Corporation, will be in Mississauga, Ontario. U.S. headquarters will be in St.
Louis, Missouri.
Leading the combined company as Chairman & CEO will be Elias Vamvakas, who is
the current Chairman & CEO of TLC. John J. (Jack) Klobnak, LaserVision's current
Chairman and CEO, will assume a non-executive Vice Chairmanship and continue as
a corporate director for approximately one year, after which time he intends to
retire. James Wachtman, President & COO of LaserVision will serve as the new
company's President & COO. The new company's CFO will be Charles Bono, who is
currently CFO of LaserVision. Robert W. May and Lloyd D. Fiorini will be
co-legal counsels for the new company. Together, the executives bring a wealth
of industry, operational and business transformation experience to the new
entity.
The board of directors of the new company will be comprised of members from both
companies' current boards of directors.
"The merger of TLC and LaserVision combines the complementary strengths of each
organization, enabling the value of each company's assets to be more fully
realized. Consolidation should help create a platform for growth by providing
cost controls, the resources and synergies needed for expanded franchises and
other development opportunities," said Jack Klobnak.
Founded in 1993, TLC enjoys a number of valuable assets including a network of
more than 12,500 affiliated doctors, access to some of the newest refractive
technologies, proven patient education and marketing programs, The TLC Lifetime
Commitment(SM) to patients, a full suite of advanced information systems and
support services, and a well established corporate brand.
Founded in 1986, LaserVision brings extensive relationships with more than 900
independent surgeons, a strong operations management culture, state-of-the-art
mobile laser technology, and experience with the mobile cataract services and
ophthalmic ambulatory surgical center businesses. LaserVision operates in the
United States and the United Kingdom.
Both companies are well capitalized with combined cash and short-term
investments totaling more than US$78 million at the end of fiscal 2001.
3
"This is a combination designed to achieve better patient care, higher business
growth and enhanced shareholder value over both the near and long term. The new
company will continue to partner with local doctors, providing the highest
levels of patient care. With very little geographic overlap, the new entity will
enjoy significant coverage in all major North American markets, allowing
patients to access high quality care whenever and wherever they need it. The
organization will also have the financial resources to provide patients with
confidence in the caliber and continuity of their care," commented James
Wachtman.
"More than just a simple business combination, this merger is designed to
generate a sum greater than its two parts. TLC VISION Corporation will
essentially serve as the larger corporate umbrella, encompassing a complementary
mix of four core businesses: TLC LASER EYE CENTERS, operating premium branded
refractive surgery centers; LASER VISION CENTERS, providing refractive equipment
access and services to independent surgeons through either fixed or mobile
delivery systems; MIDWEST SURGICAL SERVICES, furnishing independent surgeons
with mobile access to cataract surgery equipment and services; and ASPEN
HEALTHCARE, operating multi and single specialty ambulatory surgery centers
(ASC's) where independent surgeons perform a variety of surgical procedures,"
said Wachtman.
"We expect to find three primary areas of synergies - a wider array of services
for both patients and eye care professionals, administrative & buying
efficiencies, and sales growth," continued Wachtman.
The companies believe they can achieve annual synergies of at least US$10
million in pre-tax income once fully integrated.
"In addition to the significant synergies provided by the merger, LaserVision's
focus on operational excellence will help accelerate the performance improvement
programs already underway at TLC," commented Elias Vamvakas.
"This is a merger driven by strong and complementary business models. The
combined company will have the necessary efficiencies and resources to capture
the full value of its growth potential. Together, we will be the preeminent
player in the eye surgery industry through the provision of value-added services
to a leading network of affiliated doctors so they can deliver superior patient
care," said Vamvakas.
4
Under the terms of a definitive merger agreement approved by unanimous votes at
meetings of each company's Board of Directors, LaserVision's stock will be
converted to TLC VISION stock at a fixed exchange rate. LaserVision shareholders
will receive 0.95 shares of TLC stock, which is traded on NASDAQ, for each share
of LaserVision. It is expected that the merger will be effected on a tax-free
basis to shareholders.
The merger will be accounted for under the purchase method and is expected to be
immediately accretive to TLC's fully diluted earnings per share excluding
one-time charges following the combination. The merger is subject to certain
closing conditions, including regulatory approvals and the approval of TLC and
LaserVision shareholders, and is expected to close by the end this calendar
year.
Previously on August 9, LaserVision announced its acquisition of ClearVision
Laser Centers, Inc. It is anticipated that the ClearVision transaction will be
completed prior to the close of the merger of TLC and LaserVision.
Map
A map showing the geographical location of each TLC, LaserVision, and
ClearVision site can be viewed at www.tlcvision.com/merger/index.html or
www.laservision.com/merger.
Conference Call Notice
TLC and LaserVision will hold a joint conference call for the investors and the
media today, Monday August 27, 2001, at 4:00 PM ET. The dial in number is
1-888-243-1119. The call can also be accessed live either through the Investor
Relations page on the LaserVision web site at www.laservision.com or through
www.q1234.com. A telephone replay of the call will be made available at
approximately 6 PM ET on the 27th and can be accessed by dialing 416-626-4100
and entering reservation # 19611624. The replay will be available for 30 days.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
This press release contains certain forward-looking statements about TLC,
LaserVision and the proposed merger within the meaning of Section 27A of the
U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act
of 1934, which statements can be identified by the use of forward looking
5
terminology, such as "may", "will", "expect", "intend", "anticipate",
"estimate", "predict", "plan" or "continue" or the negative thereof or other
variations thereon or comparable terminology referring to future events or
results. Forward looking statements, by their nature, are subject to risks and
uncertainties, TLC's and LaserVision's actual results could differ materially
from those anticipated in these forward-looking statements as a result of
numerous factors, including the ability of TLC and LaserVision to consummate a
merger and successfully integrate operations, the timing of expenditures and
expansion opportunities, any of which could cause actual results to vary
materially from current results or anticipated future results. See TLC's reports
filed with the Toronto Stock Exchange and the U.S. Securities and Exchange
Commission and LaserVision's reports filed with the U.S. Securities and Exchange
Commission from time to time for cautionary statements identifying important
factors with respect to such forward looking statements, including certain risks
and uncertainties, that could cause actual results to differ materially from
results referred to in forward looking statements. TLC and LaserVision assume no
obligation to update the information contained in this press release to update
forward looking statements to reflect changed assumptions, the occurrence of
anticipated events or changes in future operating results, financial condition
or business over time.
TLC plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction, and Laser Vision plans to file with the SEC and
mail to its shareholders a Proxy Statement/Prospectus in connection with the
transaction. The Registration Statement and the Proxy Statement/Prospectus will
contain important information about TLC, Laser Vision, the transaction and
related matters. You are urged to read the Registration Statement and the Proxy
Statement/Prospectus carefully when they are available. You will be able to
obtain free copies of the Registration Statement and the Proxy
Statement/Prospectus and other documents filed with the SEC by TLC and Laser
Vision through either company or through the web site maintained by the SEC at
www.sec.gov. TLC and Laser Vision, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies with
respect to the transaction. Information regarding TLC's directors and executive
officers is contained in TLC's reports filed with the SEC, which are available
at the web site maintained by the SEC at www.sec.gov or directly from TLC.
Information regarding Laser Vision's directors and executive officers is
contained in Laser Vision's reports filed with the SEC, which are available at
web site maintained by the SEC at www.sec.gov or directly from Laser Vision.