Icahn Insists on VISX Management Agreeing to Put the Best Offer of $32 Per Share or Higher From Any Qualified Bidder to the Vote of VISX Shareholders

Apr 23, 2001, 01:00 ET from Icahn Associates Corp.

    NEW YORK, April 23 /PRNewswire Interactive Press Release/ -- Carl C.
 Icahn, having reviewed the latest press statement by VISX Incorporated
 management, stated, "I cannot understand why VISX does not simply accept my
 proposal to submit to shareholders the best offer of $32 per share or higher
 if they are, as they claim, serious about pursuing an acquisition."  Mr. Icahn
 reiterated that he is willing to engage in a cash merger with VISX in which
 VISX's shareholders would receive $32 per share subject to due diligence and
 financing.
     Mr. Icahn stated, "Just as the company has provided earnings data which we
 find to be vague and confusing, we are confused by their vague and
 inconsistent statements about whether or not the company is for sale."  Mr.
 Icahn stated that he would be willing to commit the necessary money, time and
 effort to pursue the diligence and financing efforts that would be needed, but
 only if VISX agrees with him to submit to a vote of shareholders the best
 offer of $32 per share or higher from a qualified bidder.
     Mr. Icahn declared, "I do not wish to be in the position of committing a
 great deal of my time and capital to pursuing due diligence efforts and lining
 up financing commitments for a fully financed offer, only to have VISX
 management refuse to allow shareholders to vote on it."  Mr. Icahn observed
 that he "does not understand the failure of VISX management to meet this
 simple requirement."  However, Mr. Icahn noted, "I continue to be concerned
 that VISX's entrenched management will act in its own interest and not in the
 interest of the shareholders."
 
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SOURCE Icahn Associates Corp.
    NEW YORK, April 23 /PRNewswire Interactive Press Release/ -- Carl C.
 Icahn, having reviewed the latest press statement by VISX Incorporated
 management, stated, "I cannot understand why VISX does not simply accept my
 proposal to submit to shareholders the best offer of $32 per share or higher
 if they are, as they claim, serious about pursuing an acquisition."  Mr. Icahn
 reiterated that he is willing to engage in a cash merger with VISX in which
 VISX's shareholders would receive $32 per share subject to due diligence and
 financing.
     Mr. Icahn stated, "Just as the company has provided earnings data which we
 find to be vague and confusing, we are confused by their vague and
 inconsistent statements about whether or not the company is for sale."  Mr.
 Icahn stated that he would be willing to commit the necessary money, time and
 effort to pursue the diligence and financing efforts that would be needed, but
 only if VISX agrees with him to submit to a vote of shareholders the best
 offer of $32 per share or higher from a qualified bidder.
     Mr. Icahn declared, "I do not wish to be in the position of committing a
 great deal of my time and capital to pursuing due diligence efforts and lining
 up financing commitments for a fully financed offer, only to have VISX
 management refuse to allow shareholders to vote on it."  Mr. Icahn observed
 that he "does not understand the failure of VISX management to meet this
 simple requirement."  However, Mr. Icahn noted, "I continue to be concerned
 that VISX's entrenched management will act in its own interest and not in the
 interest of the shareholders."
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X20667468
 
 SOURCE  Icahn Associates Corp.