Advisory Firms Urge LCA-Vision Stockholders to Approve Acquisition by PhotoMedex


CINCINNATI— LCA-Vision Inc. (NasdaqGS: LCAV) announced that two leading proxy advisory firms, ISS Proxy Advisory Services and Glass, Lewis & Co., each issued a recommendation that LCA-Vision Inc. stockholders vote in favor of all proposals related to its proposed acquisition by PhotoMedex, Inc. at its special meeting of stockholders scheduled to be held on May 7, 2014.

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 for $5.37 per share in cash, or approximately $106.4 million. 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. PhotoMedex is a global skin health company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians and consumers.

Michael Celebrezze, CEO of LCA-Vision, a leading provider of laser vision correction services under the LasikPlus brand, 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, "The offer represents a considerable premium, the board's rationale appears sound, and the market reaction was positive."

The 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., EST, to consider and vote on a proposal to adopt the merger agreement and other related matters.