Icahn bids $1.8B for VISX
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April 20, 2001: 3:53 p.m. ET
Corporate raider offers $32 cash per share in proxy fight, a 54% premium
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NEW YORK (CNNfn) - Corporate raider Carl Icahn took his proxy fight with VISX Inc. a step further Friday, submitting his own $1.84 billion cash bid for the laser eye-surgery firm.
Icahn proposed buying the company for $32 a share, which represents a near 54 percent premium to VISX's closing share price of $20.83 Thursday.
The financier made the offer in a letter to VISX CEO Elizabeth Davila Friday. The bid follows statements by VISX Wednesday urging shareholders to reject Icahn's attempts to force the company into a merger.
"If VISX agrees with me to submit to a vote of shareholders the best offer of $32 per share or higher from any qualified bidder, then I will be willing to commit the significant funds needed to commence the necessary effort to conduct due diligence and to attempt to raise the financing for the transaction," Icahn said a letter Friday.
Industrial Bank of Japan is prepared to begin due diligence immediately, Icahn said.
In a statement Friday, Davila said VISX is "skeptical" of Icahn's proposal to buy the company at $32 per share.
"The company is concerned that this is just another ploy by Carl Icahn to garner votes on the eve of the May 4 Annual Meeting," Davila said. "However, consistent with the VISX Board's desire to explore possible business combinations, VISX management and its financial advisor, Goldman, Sachs & Co., are prepared to promptly meet with Mr. Icahn concerning his proposal and its conditions and contingencies."
Icahn revealed earlier this week that he has held talks with two firms regarding the sale of the company.
But Davila said in her statement "VISX has not been recently contacted by an ophthalmic or non-ophthalmic company expressing interest in purchasing VISX, including any company Mr. Icahn may have been referring to in his letter dated April 18, 2001."
Icahn has a 10.5 percent stake in Santa Clara, Calif.-based VISX (EYE: up $3.00 to $23.83, Research, Estimates), the nation's No.1 maker of laser vision correction products. VISX could not be reached for comment.
The proxy fight began April 10 when Icahn proposed, in a filing with the Securities and Exchange Commission, an auction of the company for a minimum $32 a share. Barberry Corp., an Icahn investment vehicle, will attempt to a elect a slate of five directors, including Icahn, to VISX's board at the company's annual meeting May 4. If the slate is elected, Icahn will propose that the new board sell the company at a minimum price of $32 a share.
At that time of the filing, Icahn had no plans to take part in the sale, but he is not precluded from the doing so, the financier said.
Icahn has maintained throughout the proxy battle that VISX management has no incentive to sell the company. He noted Friday that VISX senior management has cashed out nearly $100 million in stock options in 1999 at share prices substantially higher than the stock price.
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