Exhibit 99.1
CONTACT: Raymond A Cardonne
N E W S (201) 585-0600
FAX: (201) 585-2020
about [REFAC GRAPHIC OMITTED] Web site: www.refac.com
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REFAC SIGNS MERGER AGREEMENTS WITH OPTICARE AND U.S. VISION
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Fort Lee, New Jersey, August 23, 2005 - Refac (AMEX: REF) today announced that
it has signed separate merger agreements with two affiliated companies,
OptiCare Health Systems, Inc. ("OptiCare") and U.S. Vision, Inc. ("U.S.
Vision") pursuant to which they will become wholly-owned subsidiaries of Refac.
OptiCare operates 18 retail optical centers in Connecticut and is a managed
vision care provider in the United States. U.S. Vision operates 516 retail
optical locations in 47 states and Canada, consisting of 505 licensed
departments and 11 freestanding stores. Refac, U.S. Vision and OptiCare are all
controlled by Palisade Concentrated Equity Partnership, L.P. ("Palisade"),
which beneficially owns approximately 89% of Refac's outstanding common stock,
88% of U.S. Vision's outstanding common stock and 84% of OptiCare's outstanding
common stock (on a fully diluted basis).
As a condition to the OptiCare merger, OptiCare's preferred
stockholders have agreed to convert all of their preferred stock to common
stock prior to the merger. The preferred stockholders will receive
approximately 0.0403 shares of Refac common stock for each share of underlying
OptiCare common stock and Palisade will receive approximately 0.0403 shares of
Refac stock for each share of its OptiCare common stock. Each other share of
OptiCare common stock will be converted into 0.0472 shares of Refac common
stock. Both Refac's and OptiCare's common stock are listed on the American
Stock Exchange ("Amex") and, on August 22, 2005, the closing prices were $6.31
and $0.27, respectively.
Under the terms of the merger agreement with U.S. Vision, each U.S.
Vision stockholder will receive 0.4141 shares of Refac common stock for each
share of U.S. Vision common stock.
It is estimated that upon the completion of both mergers, Refac will
have approximately 18,144,000 shares outstanding, and the shares issued in the
OptiCare and U.S. Vision mergers will represent approximately 25% and 36%,
respectively, of Refac's outstanding common stock. Following the mergers,
Palisade is expected to remain the controlling stockholder of Refac, with
approximately 87% of the outstanding common stock.
Both transactions were reviewed by a special committee of Refac's
independent directors. The special committee received an opinion from Mufson
Howe Hunter & Company LLC that the consideration to be paid in each of the
transactions was fair from a financial point of view to Refac and its
stockholders, other than Palisade.
The mergers require the approval of the holders of at least 55% of the
outstanding shares of Refac common stock. U.S. Vision's stockholders have
unanimously approved the U.S. Vision merger, and Palisade, which controls 84%
of OptiCare's voting power, has executed a written consent approving the
OptiCare merger, which consent will be effective within 20 days after OptiCare
mails an information statement to its stockholders. Refac's stockholders will
vote on the merger at its 2005 annual meeting of stockholders. Refac will mail
its stockholders a proxy statement for this meeting. The mergers are also
conditioned, among other things, on stockholder approval of an amendment to
Refac's charter to increase its authorized capital stock and the approval by
the Amex for the listing of the shares to be issued in connection with the
mergers. Both mergers are expected to close in the fourth quarter of 2005.
Further information about the transaction is included in Refac's
Current Report on Form 8-K filed with the SEC today.
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ADDITIONAL INFORMATION ABOUT THE MERGERS AND WHERE TO FIND IT:
This press release does not constitute an offer to sell or a solicitation of an
offer to buy and does not constitute an offer, solicitation, or sale in any
jurisdiction. Refac intends to file with the SEC a registration statement on
Form S-4 that will include a proxy statement to stockholders of Refac, an
information statement to stockholders of OptiCare and other relevant documents
in connection with the proposed transactions. INVESTORS AND SECURITYHOLDERS OF
REFAC, OPTICARE AND U.S. VISION ARE URGED TO READ THE JOINT PROXY AND
INFORMATION STATEMENT/PROSPECTUS AND OTHER RELEVANT MATERIALS WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT REFAC, OPTICARE
AND U.S. VISION AND THE PROPOSED TRANSACTIONS. Investors and securityholders
may obtain a free copy of these materials (when they are available) and other
documents filed with the Securities and Exchange Commission at the SEC's web
site at www.sec.gov. A free copy of the joint proxy and information
statement/prospectus, when it becomes available, may also be obtained from
Corporate Secretary of Refac, One Bridge Plaza, Suite 550 Fort Lee, New Jersey
07024 or from Refac's website at www.refac.com. In addition, investors and
securityholders may access copies of the documents filed with the SEC by
OptiCare on OptiCare's web site at www.opticare.com, and investors and security
holders may access copies of the documents filed with the SEC by Refac on
Refac's web site at www.refac.com. Refac and its executive officers and
directors may be deemed to be participants in the solicitation of proxies from
its stockholders with respect to the proposed transactions. Information
regarding the interests of these officers and directors in the proposed
transactions will be included in the joint proxy and information
statement/prospectus.
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CAUTIONARY STATEMENT REGARDING
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FORWARD-LOOKING STATEMENTS
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This News Release includes certain statements of the Company that may
constitute "forward-looking statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, and which are made pursuant to the Private
Securities Litigation Reform Act of 1995. These forward-looking statements and
other information relating to the Company are based upon the beliefs of
management and assumptions made by and information currently available to the
Company. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events, or performance, as well as
underlying assumptions and statements that are other than statements of
historical fact, including statements regarding the Company's acquisition
plans. When used in this document, the words "expects," "anticipates,"
"estimates," "plans," "intends," "projects," "predicts," "believes," "may" or
"should," and similar expressions, are intended to identify forward-looking
statements. These statements reflect the current view of the Company's
management with respect to future events. Many factors could cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance, or achievements that may be expressed or
implied by such forward-looking statements, including, but not limited to,
whether the proposed mergers with OptiCare and U.S. Vision will prove to be
beneficial acquisitions for the Company. Investors are cautioned that all
forward-looking statements involve those risks and uncertainties detailed in
the Company's filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
Forward-looking statements speak only as of the date they are made and the
Company undertakes no duty or obligation to update any forward-looking
statements in light of new information or future events.
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