Business Services Industry
Joffe Announces Board Nominees for 2008 TLC Vision Shareholder Meeting
Business Wire, March 6, 2008
Requests Immediate Appointment to Replace Long Vacant Board Seat
Intends to Vigorously Pursue His Slate's Election; Seeks Response by March 10
CINCINNATI -- Dr. Stephen N. Joffe, a Cincinnati investor and laser vision correction industry pioneer who holds 5% of the shares of TLC Vision Corporation (NasdaqGS:TLCV), has delivered written notice to TLC Vision for the nominations of Michael R. Henderson, Cathy Willis and himself to stand for election as a minority slate of directors at the 2008 annual meeting of shareholders.
Additionally, Dr. Joffe has requested that the TLC Vision board immediately appoint one of his nominees to fill a long-vacant seat on the company's board, and endorse that nominee's election to a full term. Should they fail to do this, Dr. Joffe demands that the Board explain its rationale and provide details on the decision-making criteria it uses to select Board members.
TLC Vision 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.
Dr. Joffe stated, "Having built the most successful company in this industry, I understand it will take a knowledgeable and experienced leadership team to turn TLC Vision around. Michael Henderson and Cathy Willis possess the insight and requisite business acumen to help me fix the vast number of critical operational and financial issues facing the company."
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.
Mr. Henderson also possesses significant refractive industry experience, having served as president and CEO of publicly traded LVC (Laser Vision Centers) Corporation from 1996 to 2000. During his tenure at LVC annual revenues grew from under $2 million to $85 million in 36 months.
Ms. Willis is a founder of Felton Willis, LLC, a market research firm that specializes in healthcare-related matters on behalf of both pharmaceutical and consumer products companies. She also offers extensive corporate marketing experience, having served in key managerial positions at P&G.
In a letter to TLC Vision chairman Warren S. Rustand and the entire TLC Vision board dated March 6, 2008, and filed with Dr. Joffe's amended Schedule 13D today, Dr. Joffe stated: "If I do not receive verification in writing by Monday, March 10, 2008, that the Corporation will include the Director Nominees in its proxy materials for the 2008 Annual Meeting of Shareholders, I will proceed to make other arrangements to give effect to my minority slate of Director Nominees. I intend to file proxy materials with the Securities and Exchange Commission and solicit proxies for the Director Nominees and to vigorously pursue the election of the Director Nominees at the 2008 Annual Meeting of Shareholders."
Dr. Joffe has called on the TLC Vision Board to create a leadership team that can effectively lead. "TLC shareholders have witnessed almost two-thirds of the company's value disappear in the past year. We deserve better," he said. "We deserve a board that will speak up for the shareholders it represents. We deserve a board that is not afraid to fix what is broken. We deserve a board that understands the meaning of leadership, and the responsibilities that accompany it."
The full text of the letter appears below.
About Stephen N. Joffe
Stephen N. Joffe, MD, FACS, FCS (SA), FRCS, age 65, is past Chairman of the Board and Chief Executive Officer of LCA-Vision. He was the founder of the Company's corporate predecessor, Laser Centers of America, Inc., and served as its Chairman of the Board and Chief Executive Officer from its formation in 1985 until its merger into LCA-Vision in 1995. In 1983, Stephen Joffe also founded and served as Chairman of Surgical Laser Technologies, Inc. until 1989. He is presently the Chief Executive Officer of the Joffe Foundation, a non-profit charity and Co-Chairman of Joffe LLC, a healthcare services company. In addition, Dr. Joffe is an Esteemed Quondam Professor of Surgery at the University of Cincinnati Medical Center, an honor he has held since 1990. He has held other medical faculty appointments at the Universities of London, Glasgow and Cincinnati and fellowships in the American College of Surgeons and the Royal College of Surgeons of Edinburgh and Glasgow. He has published 170 articles in peer-reviewed and scientific journals and authored 35 chapters for medical books as well as written and edited several books on lasers and their application to medicine and surgery.
About Michael R. Henderson
Michael R. Henderson, age 45, has served as Chairman and Chief Executive Officer of Moon World Resorts Inc., a private company in Vancouver, Canada, since May of 2000. Mr. Henderson devised and designed this major mega-resort and real estate development, which employs a global team of 120 sales and creative professionals, including a group of top-tier architects and engineers. Earlier, Mr. Henderson was President and CEO of LVC (Laser Vision Centers) Corporation, a public company (TSXV), from 1996 to 2000. While he led LVC Corporation, its revenues grew from $1.2 million to $85 million in 36 months. LVC Corporation became one of the fastest growing surgical companies with a staff that grew from six to over 450. Mr. Henderson directed 31 clinic build-outs, 28 additional planned build-outs, and successfully took the company public after raising over $30 million in private equity financing. Before joining LVC Corporation, Mr. Henderson served as Division President of Rentokil Initial PLC, a public company (LSE), from 1991 to 1996 where he built a powerful sales team across Canada. Prior to Rentokil, from 1983 to 1991, he was the Divisional Manager of the Phillips Distribution Auto Group, a private company in Ireland where he posted many sales records. Mr. Henderson is a target-orientated, seasoned management professional with considerable experience in all business areas - including concept design, product, marketing, sales, service, investor relations, public relations, human resources and overall corporate development. He is a highly organized team player with a results-focused approach.
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