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VISX, INCORPORATED
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[VISX Logo]
NEWS RELEASE Company Contact:
For Immediate Distribution Lola Wood: (877) 463-6847
E-Mail: ir@visx.com
Web: http://www.visx.com
Joele Frank / Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
VISX RESPONDS TO ICAHN LETTER
Urges Stockholders Reject the Icahn Slate and
Protect the Value of Their VISX Investment by Re-electing VISX Directors
SANTA CLARA, CALIFORNIA, (April, 18, 2001) - VISX, INCORPORATED
(NYSE Symbol: EYE) released today the following statement in response to
Carl Icahn's letter to Liz Davila, Chief Executive Officer of VISX.
"We have already engaged in a review of our strategic alternatives with our
outside financial and legal advisors. We and our advisors have contacted a
number of companies in the ophthalmic and non-ophthalmic industries about
possible sale, merger or business combinations. Based on our discussions,
we do not believe that there is a currently available transaction that
would enhance stockholder value."
"However, we at VISX continue to be receptive to and will review proposals.
If Carl Icahn has had discussions with interested parties that have a bona
fide proposal, those parties should contact VISX or our financial advisor,
Goldman, Sachs & Co.," said Liz Davila, Chief Executive Officer of VISX.
VISX also announced that it will be mailing the following letter to its
stockholders urging them to protect their investment by signing, dating and
returning VISX's proxy card to re-elect the five VISX nominees for director
and rejecting Carl Icahn's attempt to take control of VISX:
April 18, 2001
To Our Stockholders:
There is a battle being waged for control of your Company and we
believe your investment hangs in the balance. In order to protect your
investment and ensure the continued growth and prosperity of VISX, WE URGE
YOU TO TAKE THE FOLLOWING TWO ACTIONS:
o If you have not already done so, please VOTE the enclosed
GOLD proxy card "FOR" the VISX slate of directors and return
the card in the enclosed envelope.
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o Please DISCARD any proxy materials you receive from Carl
Icahn and his group, as any vote on the Icahn group's
proxy--even an abstention--will nullify your YES vote on the
VISX GOLD proxy.
We believe VISX's strong first quarter performance underscores the
importance of voting "FOR" the VISX slate. Your Company's first quarter
performance was exceptional on all major fronts:
o VISX's earnings were $0.21 per share, exceeding
expectations;
o VISX's industry-leading market share increased;
o VISX's licensing revenue grew by 23% over fourth quarter,
2000;
o VISX's licensing revenue from its top 4 corporate customers
increased by 40% over fourth quarter, 2000;
o VISX's systems sales grew by 29% over fourth quarter, 2000;
o VISX repurchased more than 4 million shares of common stock,
and VISX's Board authorized the repurchase of 10 million
additional shares of common stock on April 3, 2001.
Industry experts project that the U.S. laser vision correction
procedure market will grow at an average compound rate of 28% over the next
four years,(1) and we believe VISX is well-positioned to capture the
significant opportunities presented by this vast market.
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(1) Marketscope, "Comprehensive Report on the Refractive Market,"
November 2000.
Still, we believe there is an immediate threat to VISX's ability
to remain the leader in this industry - that threat is the effort of a
group led by New York financier Carl Icahn to take control of your Company.
The Icahn group has made a proposal that, in our view, jeopardizes both the
short-term and long-term value of your Company. If implemented, THIS
PROPOSAL WOULD FORCE VISX TO ASSUME $300 MILLION IN DEBT to finance a 20
million share stock buy-back program, thereby:
o Immediately diluting VISX's earnings per share;
o Severely weakening VISX's balance sheet; and
o Depriving VISX of the flexibility to invest in essential
research and development.
The Icahn group has also proposed to auction your Company, despite
the fact your Board of Directors previously conducted a review of strategic
alternatives and concluded there were no currently available combinations
that would enhance stockholder value. While VISX remains receptive to
opportunities that would recognize our record of profitable performance and
our global leadership position, this is an avenue that has been thoroughly
explored.
We believe the bottom line is that Mr. Icahn and his group would
plunge VISX into debt and restrict your Company's ability to invest in our
future. For all of these reasons, we again urge you to vote "FOR" the VISX
Board of Directors on the enclosed GOLD VISX proxy and to DISCARD ANY
MATERIALS that you receive from Mr. Icahn. A postage paid return envelope
is enclosed for your convenience.
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If you have any questions about voting or need other assistance,
please call MacKenzie Partners, Inc., the firm assisting us in the
solicitation of proxies, toll-free at 800-322-2885 or collect at
212-929-5500.
Thank you for your continued confidence and support.
On Behalf of the Board of Directors
Sincerely,
/s/ Elizabeth H. Davila /s/ Mark B. Logan
Elizabeth H. Davila Mark B. Logan
President and Chief Executive Officer Chairman of the Board
VISX is the worldwide leader in the development of refractive
laser technology. VISX systems are commercially available in the United
States and markets worldwide.
The foregoing statements are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based on management's current expectations and actual
results could differ materially. Additional discussions of factors
affecting the Company's business is contained in the Company's most recent
filings with the Securities and Exchange Commission, including VISX's
Annual Report and Form 10-K for the year ended December 31, 2000.
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