LCA-Vision Adopts Stockholder Rights Plan
November 24 2008 - 7:00AM
PR Newswire (US)
CINCINNATI, Nov. 24 /PRNewswire-FirstCall/ -- LCA-Vision Inc.
(NASDAQ:LCAV) ("LCA-Vision" or the "Company"), a leading provider
of laser vision correction services under the LasikPlus(R) brand,
today announced that its Board of Directors has adopted a
stockholder rights plan, and in connection with the rights plan has
declared a dividend distribution of one preferred stock purchase
right on each outstanding share of LCA-Vision common stock. Under a
Rights Agreement entered into on November 24, 2008 in connection
with the adoption of the rights plan, each right will entitle
stockholders to buy one one-hundredth newly-issued share of the
Company's Series A Junior Participating Preferred Stock at a
purchase price of $100.00. The rights initially will trade only
with the shares of LCA-Vision common stock to which they are
attached, and no separate rights certificates will be issued. The
rights will become exercisable only if a person or group acquires
or obtains the right to acquire ownership of 20% or more of
LCA-Vision common stock, commences a tender or exchange offer for
20% or more of the common stock, or is declared an "Adverse Person"
by the Board of Directors of the Company. The Company will be
entitled to redeem the rights at one-tenth of one cent per right at
any time before the tenth business day following the date a 20%
position has been acquired or a person has been declared an
"Adverse Person." If LCA-Vision is acquired in a merger or other
business combination transaction, each right will entitle its
holder to purchase, at the right's then-current exercise price, a
number of the acquiring company's common shares having a market
value at that time of twice the right's exercise price. The rights
also provide a similar right for holders (other than an Acquiring
Person or Adverse Person as defined in the Rights Agreement) to
purchase common shares of LCA-Vision having a market value at that
time of twice the right's exercise price under certain
circumstances where a person or group has acquired a 20% block of
LCA-Vision common stock or been declared an "Adverse Person" by a
majority of LCA-Vision's outside directors. "The rights plan does
not prevent a takeover, but is intended to ensure that LCA-Vision's
stockholders receive equal treatment in the event of any proposed
takeover, and to guard against tactics that could impair the
Board's ability to represent stockholders' interests fully. We seek
to enable all LCA-Vision stockholders to realize the maximum
possible long-term value of their investment in the Company," said
Steve Straus, LCA-Vision's Chief Executive Officer. The stockholder
rights plan adopted by LCA-Vision is similar to rights plans
adopted by many other publicly traded companies. The distribution
of rights will be made on November 24, 2008 to stockholders of
record on that date. The rights will expire 10 years later on
November 23, 2018. In addition, the rights will terminate one year
from the date of their issuance, on November 23, 2009, unless
adoption of the rights plan has been ratified by LCA-Vision
stockholders prior to that time. The rights distribution is not
taxable to stockholders. Additional information regarding the
rights plan and the rights are or will be contained in a Current
Report on Form 8-K and in a Registration Statement on Form 8-A that
the Company has filed or will be filing with the Securities and
Exchange Commission (the "SEC"). These filings will be available on
the SEC's web site at http://www.sec.gov/. In addition, the Company
will make available to its stockholders upon request a "Summary of
the Rights" that will describe the material terms of the rights
plan. About LCA-Vision Inc./LasikPlus(R) LCA-Vision Inc., a leading
provider of laser vision correction services under the LasikPlus(R)
brand, operates 77 LasikPlus(R) fixed-site laser vision correction
centers in 33 states and 59 markets in the United States and a
joint venture in Canada. Additional company information is
available at http://www.lca-vision.com/ and
http://www.lasikplus.com/. Earning Trust Every Moment. Transforming
Lives Every Day. For Additional Information Company Contact:
Investor Relations Contact: Barb Kise Jody Cain LCA-Vision, Inc.
Lippert/Heilshorn & Associates 513-792-9292 310-691-7100
DATASOURCE: LCA-Vision Inc. CONTACT: Barb Kise of LCA-Vision, Inc.,
+1-513-792-9292; Investor Relations, Jody Cain of Lippert-Heilshorn
& Associates, +1-310-691-7100 Web site:
http://www.lca-vision.com/ http://www.lasikplus.com/
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