Premier Laser Systems Proposes to Acquire Balance of Outstanding Ophthalmic Imaging Systems Stock

Business Wire, June 10, 1999

IRVINE, Calif.--(BUSINESS WIRE)--June 10, 1999--

Premier Laser Systems Inc (Nasdaq/NM: PLSIA) Thursday announced that it has proposed to Ophthalmic Imaging Systems Inc. (OIS) that Premier acquire 100 percent ownership of OIS through a merger of OIS with a wholly-owned subsidiary of Premier. Premier currently owns approximately 51 percent of OIS' outstanding shares of stock.

Premier's proposal is nonbinding, and the proposed transaction would be subject to numerous contingencies. In particular, the Board of Directors of OIS and shareholders representing 75 percent of OIS' outstanding shares (including at least a majority of the OIS shares that are not held by Premier) would need to approve the transaction, the parties would need to negotiate and sign a definitive Merger Agreement (which would contain customary conditions to closing), and OIS would need to obtain a fairness opinion. In addition, prior to closing, Premier would need to register with the SEC the shares of stock issuable to OIS shareholders in the proposed merger.

Under Premier's proposal, each holder of a share of OIS stock would receive $0.85 worth of Premier Class A Common Stock valued at the average closing price of Premier's Class A Common Stock during the five trading days immediately preceding the effective date of the proposed merger. In the event such average value of Premier's share were less than $2.00 at such time, Premier would not be required to close the transaction.

According to Premier Laser Chairman, President & Chief Executive Officer Colette Cozean, Ph.D., "Based on the progress that has been made through our association with OIS, it has become clear to management that OIS can be a far more valuable asset as part of our EyeSys Vision Group than as a stand-alone entity. Specifically, the Board recognizes immediate and significant synergies and cost savings that can be gained across product development, manufacturing, marketing and sales, and accounting activities."

Premier Laser Systems develops, manufactures and markets several lines of proprietary medical lasers, fiber optic delivery systems and associated products for a variety of dental, ophthalmic and surgical applications.

The statements in this release that relate to future events or performance, statements about growth, levels of sales and market size, future manufacturing capacity and efficiencies, future product shipment rates, future FDA submittals and future product introductions are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to the development of markets for and commercial acceptance of the company's products and services, the availability of components, competitors' product introductions and other risks identified in the Company's SEC filings. Actual results may differ from those described in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.