27.02.2008 15:03:00
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LasikPlus Founder Dr. Stephen N. Joffe Admonishes TLC Vision Board's ''Blind Optimism''
Dr. Stephen N. Joffe, a Cincinnati investor and laser vision correction
industry pioneer, today sent a letter to TLC Vision Corporation
(NasdaqGS:TLCV) charging that the Board of TLC Vision, which operates
approximately 80 refractive centers in the U.S. and Canada, has acted
blindly in running the company’s affairs. Dr.
Joffe is the founder and past CEO of LCA-Vision, Inc., parent company of
LasikPlus, TLC Vision’s largest
competitor. He has no current relationship with LCA-Vision, Inc.
In his filing Dr. Joffe reaffirmed that he intends to take actions to
protect his investment, including seeking representation on the board to
implement strategic and business model changes designed to turn around
the company’s deteriorating performance. He
earlier had requested the New Brunswick, Canada-registered company's
shareholder list.
In a letter to TLC Vision chairman Warren S. Rustand and the entire TLC
Vision board dated February 27, 2008, and filed with Dr. Joffe’s
amended Schedule 13D today, Dr. Joffe stated: "For
10 years I ran TLC Vision’s more successful
competitor, so I know this business better than anyone. Shareholders and
analysts we have heard from since my 13D filing recognize the failings
of the current board and management, the value of my industry
experience, and do not share your blind optimism about the Company’s
future.”
The letter went on to say: "While directors
collect fat fees and entrench themselves with onerous poison pills and
poison put debt covenants, shareholders have watched their investment
lose more than 60 percent of its value in just the last year. The 13%
share price improvement that greeted my 13D filing last week should tell
you that shareholders are looking for change.”
Dr. Joffe renewed his call for a board and management team that can earn
the confidence of patients and shareholders alike. "Cavalier
attitudes, stifling debt, anemic returns, bad investments and
change-of-control clauses,” he said, "do
little to help realize the many opportunities this industry yet has to
offer.”
(The full text of the letter appears below.)
About Stephen N. Joffe
Dr. Joffe ended his affiliation with Cincinnati-based LCA-Vision, Inc.
(Nasdaq: LCAV), in early 2006. During his 10-year tenure as the company’s
founder, chairman and CEO, he created a company whose market value
dwarfed that of TLC Vision and returned more that 4,000 percent to
shareholders. The value of LCA-Vision’s
shares have fallen more than 75% percent since his February 2006
departure as the company’s CEO.
Dr. Joffe was also the founder of LCA-Vision’s
corporate predecessor, Laser Centers of America, Inc., and served as its
chairman and chief executive officer when it commenced operations in
1985, until it merged into LCA-Vision in 1995. He was also the founder
and chairman of Surgical Laser Technologies, Inc. From 1981 until 1990,
he was a full-time professor of surgery at the University of Cincinnati
Medical Center. Dr. Joffe has held faculty appointments in surgery at
the Universities of London, Glasgow and Cincinnati, and holds
fellowships of the American College of Surgeons and the Royal College of
Surgeons of Edinburgh and Glasgow.
Letter from Stephen Joffe to TLC Vision Corporation Board
February 27, 2008
Mr. Warren S. Rustand, Chairman
TLC Vision Corporation
TLC Vision Corporation
16305 Swingley Ridge Road
5280 Solar Drive, Suite 100
Suite 300
Mississauga, Ontario
St. Louis, Missouri 63017
L4W 5M8 Canada
Dear Warren:
In response to your letter of February 21, I am disturbed by your
apparent misunderstanding of the problems facing TLCV and its
shareholders, and deeply concerned by the cavalier complacency with
which you seem to accept them.
For 10 years I ran TLC Vision’s more
successful competitor, so I know this business better than anyone.
Shareholders and analysts we have heard from since my 13D filing
recognize the failings of the current Board and management, the value of
my industry experience, and do not share your blind optimism about the
Company’s future.
And why should they? Board member ownership of TLC Vision shares is
nearly nonexistent. While directors collect fat fees and entrench
themselves with onerous poison pills and poison put debt covenants,
shareholders have watched their investment lose more than 60 percent of
its value in just the last year. The 13% share price improvement that
greeted my 13D filing last week should tell you that shareholders are
looking for change.
That should not surprise you and the Board. What reasonable investor
would place any confidence in plans and promises from the same decision
makers that saddled the Company with a crippling $115 million in
high-cost debt? You "recapitalized”
the Company with a mountain of liabilities and a shareholder value
disaster.
And how could shareholders forget that this is the same Board whose
spectacularly flawed judgment poured millions in shareholder capital
into a black hole called OccuLogix (OCCX), which now trades at 10 cents
a share.
Nor should the Board expect shareholders to overlook the many other
shortcomings, including TLC Vision’s anemic
return on assets, negative return on equity or its over-levered balance
sheet.
You boasted in your letter about attracting new management talent, but I
see no one with the experience needed to manage lasik surgical centers,
medical personnel or highly skilled physicians. TLC Vision is not
selling toothpaste, soft drinks or sneakers.
As I said in my earlier letter, I intend to do all that I can to protect
my investment. Simply sharing my plans with you would do little good
without having the right people in place to oversee and execute those
plans. I will continue to seek shareholder support for an executive role
and representation on the board.
It’s well past time for you and the Board to
view TLC Vision’s disappointing performance
the way the shareholders do. As the owner of a significant investment in
the Company, I know I do, and with the support of my fellow
shareholders, I will do something about it.
Sincerely,
Stephen N. Joffe
cc:
TLC Vision Corporation Board of Directors
James Wachtman, C.E.O.
Michael DePaolis, O.D.
Richard Lindstrom, M.D.
Toby S. Wilt
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