21.02.2008 11:00:00
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LasikPlus Founder Dr. Stephen N. Joffe Acquires 5% Voting Stake in TLC Vision Corp.
Dr. Stephen N. Joffe, a Cincinnati investor and laser vision correction
industry pioneer, today filed a Schedule 13D with the U.S. Securities
and Exchange Commission disclosing ownership of a 5.0% voting position
in TLC Vision Corporation (NasdaqGS:TLCV), which operates approximately
80 refractive centers in the U.S. and Canada. 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 said he is considering 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
flagging performance. Furthermore, he has requested the New Brunswick,
Canada-registered company's shareholder list.
The filing also states that Dr. Joffe’s
actions were prompted by recent decisions by the TLC Vision board that
have fostered deteriorating operations, severely impacting the value of
the company’s shares. TLC Vision’s
share price has fallen more than 60% in the past year.
In a letter to the TLC Vision board dated February 14, 2008, and filed
with Dr. Joffe’s Schedule 13D today, Dr. Joffe
stated: "On top of the list of ill-conceived
judgments is the board’s decision to buy off
many of its critics with a disastrous Dutch auction that offered unhappy
holders roughly three times the price the shares trade at today. To
accomplish this, management and the board burdened the corporation with
an enormous mountain of debt and interest costs that could sharply
suppress, if not eliminate, profitability for many years to come.”
Dr. Joffe said it is vitally important to have a board and management
team whose understanding, insights and experience will support the
actions required to better serve patients and shareholders alike. "This
vibrant industry is still in its infancy,” he
said, "with tremendous untapped opportunities
for growth.”
(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 14, 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:
Thank you for calling me back yesterday, I appreciate your time and your
effort to explain away the more than 60 percent drop in TLC’s
shares over the past year. Frankly that loss in value is a
self-inflicted wound -- a byproduct of bad decision-making by the board
and management.
On top of the list of ill-conceived judgments is the board’s
decision to buy off many of its critics with a disastrous Dutch auction
that offered unhappy holders roughly three times the price the shares
trade at today. To accomplish this, management and the board burdened
the corporation with an enormous mountain of debt and interest costs
that could sharply suppress, if not eliminate, profitability for many
years to come.
TLC is part of an industry that is still in its infancy. As a matter of
principle, I want to see TLC succeed and prosper because of the
life-changing difference it can make in the lives of patients.
Yet we are already more than 40 days into calendar 2008, and I seriously
question whether TLC has the right strategy, the right people, or the
right business model to survive and succeed in the years ahead. I am not
the only major shareholder who is deeply disturbed by these concerns.
Currently I am still a significant holder of TLC’s
shares, but unlike other troubled shareholders, I understand the
economics and challenges of the laser vision correction business from
the standpoint of a manager and operator. I founded LCA-Vision, TLC’s
largest competitor, and as chairman and CEO I was directly responsible
for that company’s enormous success, until my
departure in February 2006.
Right now, my intention is to protect my already sizeable investment in
TLC. Before the board’s abrupt decision to
initiate the disastrous Dutch auction, we were in serious discussions
about my joining TLC to oversee the turnaround. Consider this letter a
formal request to renew those discussions. I believe all shareholders
stand to benefit from my extensive experience as one of the founders of
the laser vision correction industry.
Please respond 5:00pm (eastern) on Monday the 18th
of February 2008, to discuss my joining the company as Executive
Chairman or CEO to implement my strategic plan to turnaround and rebuild
this formerly valuable franchise for the benefit of all shareholders. I
am available to speak with you throughout the upcoming weekend and can
be contacted via email at xxxxx or by cell phone on xxxxx or xxxxx.
While I would prefer not to take this effort public, your failure to
move forward will force me to take whatever actions are necessary to
protect my investment and ensure a timely turnaround of TLC’s
business.
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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