CINCINNATI, April 23, 2014 /PRNewswire/ -- LCA-Vision Inc.
(NASDAQ: LCAV), a leading provider of laser vision correction
services under the LasikPlus® brand, today
announced that two leading proxy advisory firms, ISS Proxy Advisory
Services and Glass, Lewis & Co., has each issued a
recommendation that LCA-Vision Inc. stockholders vote in favor of
all proposals related to its acquisition by PhotoMedex, Inc. for
$5.37 per share in cash at its
Special Meeting of Stockholders scheduled to be held on
May 7, 2014.
Michael Celebrezze, Chief
Executive Officer of LCA-Vision, said, "We are very pleased that
the favorable recommendations by these two independent advisory
firms validate the efforts by LCA-Vision's board of directors to
maximize the value of our company for our stockholders. We
proceeded in our negotiations with utmost care and are confident
that this proposed acquisition is in the best interests of all our
constituencies."
ISS said that "The offer represents a considerable premium, the
board's rationale appears sound, and the market reaction was
positive."
On February 13, 2014, LCA-Vision
Inc. and PhotoMedex, Inc. entered into an Agreement and Plan of
Merger providing for the acquisition of LCA-Vision by PhotoMedex.
Pursuant to the terms of the merger agreement, a wholly owned
subsidiary of PhotoMedex will be merged with and into LCA-Vision,
with LCA-Vision surviving the merger as a wholly owned subsidiary
of PhotoMedex. A Special Meeting of LCA-Vision Stockholders will be
held on May 7, 2014 at the Queen City
Club, 331 East Fourth Street, Cincinnati,
OH 45202 at 9:00 a.m., Eastern
time, to consider and vote on a proposal to adopt the merger
agreement and related matters.
If you have any questions or require assistance in voting your
proxy, please call our proxy solicitor Georgeson Inc. toll-free at
(800) 676-0194.
About LCA-Vision Inc./LasikPlus®
LCA-Vision Inc., a leading provider of laser vision correction
services under the LasikPlus® brand, operates 60
LasikPlus® vision centers in the U.S., including
51 full-service LasikPlus® fixed-site laser
vision correction centers and 9 pre- and post-operative
LasikPlus® satellite centers. LCA-Vision has
performed more than 1.3 million procedures since FDA approval of
photorefractive keratectomy (PRK) in late 1995.
Forward-Looking Statements
Some portions of this press release and the Proxy Statement
filed with the Securities and Exchange Commission as described
below, particularly those describing LCA-Vision's strategies,
operating expense reductions and business plans contain
''forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that are subject to risks,
uncertainties and other factors. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including any statements of the plans,
strategies and objectives of management for future operations; any
statements regarding product development, product extensions,
product integration or product marketing; any statements regarding
continued compliance with government regulations, changing
legislation or regulatory environments; any statements of
expectation or belief and any statements of assumptions underlying
any of the foregoing. These risks, uncertainties and other factors,
including PhotoMedex's ability to consummate the announced
acquisition of LCA-Vision, unexpected costs or unexpected
liabilities that may arise from the announced acquisition, and the
general risks associated with the businesses of PhotoMedex and
LCA-Vision described in the reports and other documents filed with
the SEC, could cause actual results to differ materially from those
referred to, implied or expressed in the forward-looking
statements. LCA-Vision cautions readers not to rely on these
forward-looking statements. All forward-looking statements are
based on information currently available to LCA-Vision and are
qualified in their entirety by this cautionary statement.
LCA-Vision anticipates that subsequent events and developments may
cause its views to change. The information contained in this press
release speaks as of the date hereof and LCA-Vision does not have
or undertake any obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
Participants in the Solicitation
LCA-Vision Inc. ("LCA-Vision") and its directors and officers
may be deemed to be participants in the solicitation of proxies for
the special meeting of LCA-Vision stockholders to be held on
May 7, 2014 to approve the merger of
LCA-Vision with a subsidiary of PhotoMedex, Inc. ("PhotoMedex"). In
connection with the proposed merger, LCA-Vision has filed with the
Securities and Exchange Commission a Proxy Statement. The
stockholders of LCA-Vision are advised to read in full the Proxy
Statement and other documents filed with the Securities and
Exchange Commission in connection with the solicitation of proxies
for the special meeting because these documents contain important
information. The Proxy Statement was mailed on or about
March 28, 2014 to stockholders of
LCA-Vision as of March 20, 2014, the
record date for voting on the merger. The Proxy Statement can
be obtained, without charge, at the Securities and Exchange
Commission's website at www.sec.gov. In addition, the Proxy
Statement and other documents relating to the special meeting may
be obtained free of charge by directing a request to LCA-Vision
Inc., 7840 Montgomery Road, Cincinnati,
Ohio 45236, Attn: Assistant Secretary, or (513)
792-9090.
For Additional
Information
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Company
Contact:
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Investor Relations
Contact:
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Barb Kise,
LCA-Vision
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Kim Sutton Golodetz,
LHA
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513-792-9292
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212-838-3777
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kgolodetz@lhai.com
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@LHA_IR_PR
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SOURCE LCA-Vision Inc.