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.
Registration Statement on Form S-4 (File No.: 333-71532)
The following is the text of a joint press release issued by Laser Vision
Centers, Inc. and TLC Laser Eye Centers Inc. on December 27, 2001:
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.
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For consumer, doctor and general inquiries contact: David Smith, TLC VISION
Merger Hotline, 1-800-TLC-1033 ext. 3060, merger@tlcvision.com.
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TLC AND LASER VISION CENTERS PROVIDE MERGER UPDATE
BETHESDA, MD and ST. LOUIS, MO, December 27, 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, 2001.
On December 7, 2001, TLC filed an amended Registration Statement on Form S-4
with the U.S. Securities and Exchange Commission ("SEC").
The merger agreement between TLC and LaserVision provided that after
December 31, 2001 either party could determine to terminate the merger
agreement if the merger had not yet been completed. However, to allow
sufficient time for the SEC to complete its review of the amended
Registration Statement and for TLC and LaserVision to mail to their
shareholders a Proxy
Statement/Prospectus in connection with the transaction, the companies have
agreed to extend the termination date to March 31, 2002.
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.
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 has filed an Amended Registration
Statement on Form S-4 with the SEC in connection with the transaction, and
TLC and Laser Vision have filed with the SEC and will mail to their
shareholders a Proxy Statement/Prospectus in connection with the
transaction. The Registration Statement and the Proxy Statements/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 Statements/Prospectus carefully. 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.