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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.:
[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., 905-238-3904,
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, 1-800-TLC-1033 ext. 3060, merger@tlcvision.com.
TLC AND LASER VISION CENTERS MERGER ON-TRACK WITH FILINGS
BETHESDA, MD and ST. LOUIS, MO, September 19, 2001 - TLC Laser Eye Centers
Inc. (NASDAQ:TLCV; TSE:TLC) and Laser Vision Centers Inc. (NASDAQ:LVCI)
jointly issued the following update on the estimated time table for
completing their proposed merger, announced on August 27.
Yesterday, TLC and LaserVision completed the pre-merger notification
filings with the U.S. Federal Trade Commission ("FTC") required under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976. The companies also
anticipate filing a preliminary joint proxy statement and prospectus with
the U.S. Securities and Exchange Commission ("SEC") within the next few
weeks.
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The two organizations remain confident that the merger, which is subject to
certain closing conditions, including regulatory approvals and the approval
of TLC and LaserVision shareholders, will close by the end of this calendar
year.
"More than just a simple business combination, this merger is designed to
generate a sum greater than its two parts. There is little question that
current economic conditions are weak. Those conditions may, however, create
an even larger opportunity to capture the significant synergies that we
expect from joining our two companies," commented Jack Klobnak, Chairman
and CEO of LaserVision.
ABOUT TLC
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.
ABOUT LASERVISION
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.
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MAP
A map showing the geographical location of each TLC and LaserVision site
can be viewed at www.tlcvision.com/merger/index.html or
www.laservision.com/merger.
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 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.