TLC And Laser Vision Centers Merger
TLC And Laser Vision Centers Merger To Create North America's
8/27/01
TLC LASER EYE CENTERS INC ("TLC-T;TLCV-Q") LASER VISION CENTERS INC ("LVCI-Q") - TLC And Laser Vision Centers Merger To Create North America's - Premier Eye Surgery Company
TLC Laser Eye Centers Inc. and Laser Vision Centers Inc. announced a definitive merger agreement, creating North America's premier eye surgery services provider.
The merger, which will be effected in an all-stock combination, combines TLC's premier laser eye surgery brand offering with LaserVision's leading position in mobile excimer laser, cataract, and related equipment access provision. More than 258,000 paid refractive procedures were performed using the two company's equipment and facilities in the most recent fiscal year, generating combined revenues of over US$270 million.
International headquarters for the new company, to be known as TLC VISION Corporation, will be in Mississauga, Ontario. U.S. headquarters will be in St. Louis, Missouri.
Leading the combined company as Chairman & CEO will be Elias Vamvakas, who is the current Chairman & CEO of TLC. John J. (Jack) Klobnak, LaserVision's current Chairman and CEO, will assume a non-executive Vice Chairmanship and continue as a corporate director for approximately one year, after which time he intends to retire. James Wachtman, President & COO of LaserVision will serve as the new company's President & COO. The new company's CFO will be Charles Bono, who is currently CFO of LaserVision. Robert W. May and Lloyd D. Fiorini will be co-legal counsels for the new company. Together, the executives bring a wealth of industry, operational and business transformation experience to the new entity.
The board of directors of the new company will be comprised of members from both companies' current boards of directors.
"The merger of TLC and LaserVision combines the complementary strengths of each organization, enabling the value of each company's assets to be more fully realized. Consolidation should help create a platform for growth by providing cost controls, the resources and synergies needed for expanded franchises and other development opportunities," said Jack Klobnak.
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.
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.
Both companies are well capitalized with combined cash and short-term investments totaling more than US$78 million at the end of fiscal 2001.
"This is a combination designed to achieve better patient care, higher business growth and enhanced shareholder value over both the near and long term. The new company will continue to partner with local doctors, providing the highest levels of patient care. With very little geographic overlap, the new entity will enjoy significant coverage in all major North American markets, allowing patients to access high quality care whenever and wherever they need it. The organization will also have the financial resources to provide patients with confidence in the caliber and continuity of their care," commented James Wachtman.