Icahn Repeats His Demand That VISX Management Agree to Put The Best Offer of $32 per Share or Higher From Any Qualified Bidder To a Vote of VISX Shareholders

Apr 26, 2001, 01:00 ET from Icahn Associates Corp.

    NEW YORK, April 26 /PRNewswire/ -- Carl C. Icahn, having reviewed the
 latest press release by VISX management observed, "VISX management continues
 to be disingenuous in its actions and public statements.  In my view,
 management's most recent statement reflects the same reprehensible approach as
 was evidenced in their April 12, 2001 earnings press release, which I found to
 be vague and confusing at best.  Management understands that my proposal
 contemplates the conduct of due diligence but the form of confidentiality
 agreement they have provided to me would likely make a tender offer impossible
 by preventing me from making disclosures that may be necessary in a tender
 offer.  Management is also well aware that my prior statements contemplated a
 cash merger not a tender offer and that financing a merger is quite different
 from financing a tender offer.  In an "LBO," such as a financed all cash
 merger, commercial lenders desire to secure their loans with a lien on a
 company's assets.  A tender offer does not allow this.  These financing
 requirements are well known to VISX management and its financial advisors."
     Mr. Icahn stated, "I call upon VISX to stop the confusing verbal jousting
 and simply agree with me to submit to a vote of shareholders the best offer of
 $32 per share or higher from any qualified bidder.  As I have said before, I
 believe that a clear commitment by VISX may move the auction process forward.
 Today's ploy by VISX does not advance that process."
 
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SOURCE Icahn Associates Corp.
    NEW YORK, April 26 /PRNewswire/ -- Carl C. Icahn, having reviewed the
 latest press release by VISX management observed, "VISX management continues
 to be disingenuous in its actions and public statements.  In my view,
 management's most recent statement reflects the same reprehensible approach as
 was evidenced in their April 12, 2001 earnings press release, which I found to
 be vague and confusing at best.  Management understands that my proposal
 contemplates the conduct of due diligence but the form of confidentiality
 agreement they have provided to me would likely make a tender offer impossible
 by preventing me from making disclosures that may be necessary in a tender
 offer.  Management is also well aware that my prior statements contemplated a
 cash merger not a tender offer and that financing a merger is quite different
 from financing a tender offer.  In an "LBO," such as a financed all cash
 merger, commercial lenders desire to secure their loans with a lien on a
 company's assets.  A tender offer does not allow this.  These financing
 requirements are well known to VISX management and its financial advisors."
     Mr. Icahn stated, "I call upon VISX to stop the confusing verbal jousting
 and simply agree with me to submit to a vote of shareholders the best offer of
 $32 per share or higher from any qualified bidder.  As I have said before, I
 believe that a clear commitment by VISX may move the auction process forward.
 Today's ploy by VISX does not advance that process."
 
                     MAKE YOUR OPINION COUNT -- Click Here
                http://tbutton.prnewswire.com/prn/11690X35114851
 
 SOURCE  Icahn Associates Corp.