TLC Negotiations with BeaconEye Successful.MISSISSAUGA, Ontario--(BUSINESS WIRE)--Feb. 27, 1998--TLC The Laser Center Inc. (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :LZR)(NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :LZRCF) announced today that it intends to make a take-over bid (the "Offer") for all the issued and outstanding common shares of BeaconEye Inc. (the "Shares"). The Offer by TLC TLC total lung capacity; thin-layer chromatography. TLC abbr. 1. thin-layer chromatography 2. has the support of BeaconEye's Board of Directors, which has approved and entered into a Support Agreement with TLC and has agreed to recommend acceptance of the Offer. In addition, TLC is in receipt of irrevocable lock-up agreements and/or commitments from shareholders of BeaconEye owning, in the aggregate, approximately 75 percent of the Shares. These shareholders have agreed to tender such Shares to the Offer. TLC intends to make the Offer at a price of $1.50 per Share payable in TLC common shares which are to be valued at the weighted average closing price of the TLC common shares on the 20 trading days ending on the last trading day Last Trading Day The final day that a futures or options contract may trade or be closed out before delivery of the underlying asset must occur. Notes: If the buying and selling parties do not arrange an alternate agreement, the physical commodity must be delivered from prior to take up of the Shares under the Offer. The TLC shares will be valued at a price not to exceed $18.75 or to be less than $17.50. TLC has committed to taking over management of BeaconEye immediately, including providing the necessary funding of BeaconEye's operations until the Offer can be completed. With this acquisition, TLC's network will include 45 refractive refractive capacity to refract light. refractive error a difference between the focal length of the cornea and lens, and the length of the eye, resulting in myopia or hyperopia. laser centers (two of which are also secondary care clinics) and 15 secondary care facilities, operating in 29 states and provinces across North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . Elias Vamvakas, TLC's President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. commented: "This is expected to increase TLC's refractive revenues by more than 20 percent. This increase will be supported by the strong synergies and cost savings generated by combining our two operations. The addition of the BeaconEye centers will increase TLC's already dominant market position at an exciting time in this growing industry." TLC will mail the formal Offer as soon as practicable and in any event on or before March 16, 1998. The Offer will be subject to a limited number of conditions, including that at least 66 and two-thirds percent of the Shares are validly deposited to the Offer and are not withdrawn. The Offer will be open for a period of approximately 21 days from the date that TLC mails the circular to the common shareholders of BeaconEye. TLC has retained RBC Dominion Securities
About TLC The Laser Center Inc. TLC is the largest provider of excimer laser A gas laser in which a very short electrical pulse excites a mixture containing a halogen such as fluorine and a rare gas such as argon or krypton. It produces a brief, intense pulse of ultraviolet light. vision correction in North America. TLC's core business strategy is providing laser eye surgery in partnership with its network of more than 6,000 affiliated doctors. TLC has an integrated approach in providing eye care, which includes secondary care facilities, managed care, buying groups and information technologies. TLC's common shares trade on The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. under the symbol "LZR" and on the NASDAQ National Market under the symbol "LZRCF". Visit TLC on the internet at http://www.lzr.com About BeaconEye Inc. BeaconEye now operates 11 laser vision correction centers with locations in Toronto and Markham, Ontario; San Antonio, Austin, Dallas/Forth Worth, and Houston, Texas; Denver, Colorado; Fort Lauderdale and Tampa, Florida; Atlanta, Georgia; and Irvine, Calif. BeaconEye's common shares trade on both The Toronto Stock Exchange and The Winnipeg Stock Exchange under the symbol "BEY bey (bā), general title of respect used by Turkish peoples since ancient times. Originally given to tribal leaders, it was later used by the Ottomans to denote a provincial ruler. At first the Ottoman beys were appointed, but by the 18th cent. ". Forward Looking Statements This press release may contain forward-looking information within the meaning of Section 27A of the U.S. Securities Act of 1993 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by those sections. All statements, other than statements of historical fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of TLC The Laser Center Inc. are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. In particular, TLC's offer to purchase BeaconEye is subject to material conditions that may not be satisfied and the transaction,therefore,may not be consummated. Risk factors are listed from time to time in TLC's reports filed with the Toronto Stock Exchange and the U.S. Securities and Exchange Commission. TLC assumes no obligation to update information contained in this press release. CONTACT: TLC The Laser Center Inc. Stephen Kilmer, 905/602-2020 ext. 235 or 800/TLC-1033 investor.relations@lzr.com http://www.lzr.com |
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