Exhibit (A)(5)
TLC VISION CORPORATION
WITHDRAWAL OF
PREVIOUSLY TENDERED OPTIONS PURSUANT TO THE
OFFER TO EXCHANGE DATED JULY 18, 2002
THE WITHDRAWAL RIGHTS EXPIRE AT
11:59 P.M., EASTERN DAYLIGHT SAVINGS TIME,
ON SEPTEMBER 6, 2002,
UNLESS THE OFFER IS EXTENDED
TO: TLC Vision Corporation
Attention: Heather McDonald
5280 Solar Drive, Suite 300
Mississauga, Ontario
L4W 5M8
Telephone: 1-800-852-1033
Facsimile: (905) 625-8081
Delivery of this withdrawal letter by regular external mail or interoffice
mail to an address other than as set forth above or transmission via
facsimile to a number other than as set forth above or transmission via
e-mail will not constitute a valid delivery.
Pursuant to the terms and subject to the conditions of the Offer to
Exchange dated July 18, 2002, my acceptance letter and this withdrawal
letter, I hereby withdraw the tender of all of my eligible options that I
previously tendered pursuant to the offer to exchange and my acceptance
letter.
To: TLC Vision Corporation
Upon the terms and subject to the conditions set forth in the Offer
to Exchange dated July 18, 2002 (the "Offer to Exchange") and my
Acceptance Letter, dated _____________, 2002 (the "Acceptance Letter"
which, together with the Offer to Exchange, as they may be amended from
time to time, constitute the "Offer"), I tendered to TLC Vision
Corporation, a New Brunswick corporation (the "Company"), all of my
options to purchase common shares of TLC Vision Corporation (the "Common
Shares") having an option price of greater than Cdn$13.69 that were
outstanding on the Expiration Date (as defined below) (my "Tendered
Options") in exchange for "New Options." Pursuant to the terms and subject
to the conditions of the Offer, I understand that I can withdraw the
tender of my Tendered Options prior to 11:59 p.m., eastern daylight
savings time, on September 6, 2002, unless the Company has extended the
period of time the Offer will remain open (the "Expiration Date"). In
addition, unless the Company accepts my Tendered Options before 11:59
p.m., eastern daylight savings time, on the Expiration Date, I understand
that I may withdraw my Tendered Options at any time after the Expiration
Date. Accordingly, under the terms and subject to the conditions set forth
in the Offer and this Withdrawal Letter (this "Withdrawal Letter"), I, the
undersigned, hereby withdraw the tender of all my Tendered Options.
I understand and acknowledge that:
1. I may not rescind my withdrawal and the Tendered Options that I hereby
withdraw will be deemed not properly tendered for purposes of the Offer
unless I re-tender those options prior to the Expiration Date by following
the procedures described in Section 3 of the Offer to Exchange.
2. I must withdraw all of my Tendered Options; I may not withdraw only a
portion of my Tendered Options. Upon withdrawal of my Tendered Options, I
understand that all such options shall remain outstanding pursuant to
their original terms and conditions, including their option prices and
vesting schedule.
3. Neither the Company nor any other person is obligated to give notice of
any defects or irregularities in any withdrawal letter, nor will anyone
incur any liability for failure to give any such notice. The Company will
determine, in its sole discretion, all questions as to the form and
validity, including time of receipt, of withdrawal letters. The Company's
determination of these matters will be final and binding.
4. All authority herein conferred or agreed to be conferred shall not be
affected by, and shall survive, my death or incapacity, and all of my
obligations hereunder shall be binding upon my heirs, personal
representatives, successors and assigns. As stated above, this withdrawal
may not be rescinded.
5. I agree to all of the terms and conditions of the Offer and this
withdrawal letter.
This letter must be completed and signed in the same name that
appears on the Acceptance Letter previously submitted by the optionholder
who tendered the Tendered Options. If the signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or another person acting in a fiduciary or representative
capacity, the signer's full title must be specified and proper evidence of
the authority of such person to act in such capacity must be submitted
with this letter.
Important: To withdraw the tender of tendered options, the signed
signature page of this withdrawal letter (or a facsimile copy thereof)
must be received by the Company on or prior to the expiration date. A
properly signed paper copy of the signature page of this letter must be
delivered by regular external mail, interoffice mail or facsimile.
Delivery by e-mail will not be accepted. The method by which the signed
signature page is delivered is at the optionholder's option and risk, and
the delivery will be deemed made only when actually received by the
Company. If the signed signature page of this letter is delivered by
regular external mail, the Company recommends that registered mail with
return receipt requested be used. In all cases, sufficient time should be
allowed to ensure timely delivery.
SIGNATURE OF OWNER
X
----------------------------------
(Signature of Holder or Authorized
Signatory)
Capacity: ______________________________
Date: ____________________________, 2002
Print Name:_____________________________
Address: _______________________________
_____________________________
_____________________________
_____________________________
Telephone No.
(with area code):
_____________________________
Email Address:
_____________________________
Withdrawal Letter