Icahn Submits Proposal for Cash Merger With VISX at $32 Per Share

Apr 20, 2001, 01:00 ET from Icahn Associates Corp.

    NEW YORK, April 20 /PRNewswire Interactive News Release/ -- In a letter
 sent today by Carl C. Icahn to Ms. Elizabeth Davila, the CEO of VISX, Inc.,
 Mr. Icahn stated "I was happy to read in your April 18th press release that
 you are 'receptive' to proposals for VISX ... .  [Therefore] I would like to
 make the following proposal:  I would be willing to engage in a cash merger
 with VISX, in which VISX shareholders would receive $32 per share, subject to
 due diligence and financing."
     Mr. Icahn noted the significant commitment of money, time and effort
 necessary in order to investigate such a transaction, but declared that "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.  I have been in contact with the Industrial Bank of Japan, a
 member of the Mizuho Financial Group, and they are prepared to commence due
 diligence efforts immediately.  If the results of due diligence are
 acceptable, one of my affiliated companies would provide a significant portion
 of the purchase price in order to effectuate the offer, in addition to the
 funds to be derived from financing sources."
     Mr. Icahn stated that he could not assure that his efforts will ultimately
 result in his consummation of the transaction, but that it was his "belief
 that in any event [his] efforts, together with a clear commitment by VISX, may
 move the auction process forward and bring out other potential bidders."
     A price of $32 per share is more than 3-1/2 times higher than last year's
 intraday low of $8.75 per share.  Mr. Icahn observed that if management is
 unwilling to commit to submitting a $32 per share or higher offer to a vote of
 shareholders, it is an insult to shareholders and another example of
 management's self-interest to the detriment of shareholders.  In this regard,
 Mr. Icahn noted that senior executives of VISX cashed out nearly $100 million
 in stock options in 1999 at share prices substantially above the recent stock
 price, in addition to receiving their substantial compensation packages.
 
    A copy of Mr. Icahn's letter to Ms. Davila follows.
 
                                 CARL C. ICAHN
                         767 Fifth Avenue - 47th Floor
                               New York, NY 10153
 
     April 20, 2001
 
     BY TELECOPY
 
     Ms. Elizabeth Davila, Chief Executive Officer
     VISX Incorporated
     3400 Central Expressway
     Santa Clara, CA 95051
 
     Dear Ms. Davila:
     I was happy to read in your April 18th press release that you are
 "receptive" to proposals for VISX.  If you were not being disingenuous in your
 statement, then I would like to make the following proposal:  I would be
 willing to engage in a cash merger with VISX, in which VISX shareholders would
 receive $32 per share, subject to due diligence and financing.
     Obviously due diligence with respect to a company like VISX, which
 involves significant high technology assets, would require serious review and
 a substantial commitment of money, time and effort.  Also, obtaining necessary
 financing for a transaction of this size would involve the payment of a
 significant commitment fee.  Therefore, I believe that if VISX management is
 serious about receiving proposals, the Company should assure prospective
 buyers which incur such upfront costs that if an offer is made it will be put
 to shareholders for their approval.
     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.  I have been in contact with the Industrial Bank of Japan, a
 member of the Mizuho Financial Group, and they are prepared to commence due
 diligence efforts immediately.  If the results of due diligence are
 acceptable, one of my affiliated companies would provide a significant portion
 of the purchase price in order to effectuate the offer, in addition to the
 funds to be derived from financing sources.
     Naturally I cannot assure that my efforts will ultimately result in our
 consummation of the transaction outlined above.  However, it is my belief that
 in any event my efforts, together with a clear commitment by VISX, may move
 the auction process forward and bring out other potential bidders.
     A price of $32 per share is more than 3-1/2 times higher than last year's
 intraday low of $8.75 per share.  If management is unwilling to commit to
 submitting a $32 per share or higher offer to a vote of shareholders, it is,
 in my view, an insult to shareholders and another example of management's
 self-interest to the detriment of shareholders.  In this regard, I note that
 senior executives of VISX cashed out nearly $100 million in stock options in
 1999 at share prices substantially above the recent stock price, in addition
 to receiving their substantial compensation packages.
 
     I await your reply!
 
 
     Sincerely,
 
 
     Carl C. Icahn
 
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X02728444
 
 

SOURCE Icahn Associates Corp.
    NEW YORK, April 20 /PRNewswire Interactive News Release/ -- In a letter
 sent today by Carl C. Icahn to Ms. Elizabeth Davila, the CEO of VISX, Inc.,
 Mr. Icahn stated "I was happy to read in your April 18th press release that
 you are 'receptive' to proposals for VISX ... .  [Therefore] I would like to
 make the following proposal:  I would be willing to engage in a cash merger
 with VISX, in which VISX shareholders would receive $32 per share, subject to
 due diligence and financing."
     Mr. Icahn noted the significant commitment of money, time and effort
 necessary in order to investigate such a transaction, but declared that "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.  I have been in contact with the Industrial Bank of Japan, a
 member of the Mizuho Financial Group, and they are prepared to commence due
 diligence efforts immediately.  If the results of due diligence are
 acceptable, one of my affiliated companies would provide a significant portion
 of the purchase price in order to effectuate the offer, in addition to the
 funds to be derived from financing sources."
     Mr. Icahn stated that he could not assure that his efforts will ultimately
 result in his consummation of the transaction, but that it was his "belief
 that in any event [his] efforts, together with a clear commitment by VISX, may
 move the auction process forward and bring out other potential bidders."
     A price of $32 per share is more than 3-1/2 times higher than last year's
 intraday low of $8.75 per share.  Mr. Icahn observed that if management is
 unwilling to commit to submitting a $32 per share or higher offer to a vote of
 shareholders, it is an insult to shareholders and another example of
 management's self-interest to the detriment of shareholders.  In this regard,
 Mr. Icahn noted that senior executives of VISX cashed out nearly $100 million
 in stock options in 1999 at share prices substantially above the recent stock
 price, in addition to receiving their substantial compensation packages.
 
    A copy of Mr. Icahn's letter to Ms. Davila follows.
 
                                 CARL C. ICAHN
                         767 Fifth Avenue - 47th Floor
                               New York, NY 10153
 
     April 20, 2001
 
     BY TELECOPY
 
     Ms. Elizabeth Davila, Chief Executive Officer
     VISX Incorporated
     3400 Central Expressway
     Santa Clara, CA 95051
 
     Dear Ms. Davila:
     I was happy to read in your April 18th press release that you are
 "receptive" to proposals for VISX.  If you were not being disingenuous in your
 statement, then I would like to make the following proposal:  I would be
 willing to engage in a cash merger with VISX, in which VISX shareholders would
 receive $32 per share, subject to due diligence and financing.
     Obviously due diligence with respect to a company like VISX, which
 involves significant high technology assets, would require serious review and
 a substantial commitment of money, time and effort.  Also, obtaining necessary
 financing for a transaction of this size would involve the payment of a
 significant commitment fee.  Therefore, I believe that if VISX management is
 serious about receiving proposals, the Company should assure prospective
 buyers which incur such upfront costs that if an offer is made it will be put
 to shareholders for their approval.
     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.  I have been in contact with the Industrial Bank of Japan, a
 member of the Mizuho Financial Group, and they are prepared to commence due
 diligence efforts immediately.  If the results of due diligence are
 acceptable, one of my affiliated companies would provide a significant portion
 of the purchase price in order to effectuate the offer, in addition to the
 funds to be derived from financing sources.
     Naturally I cannot assure that my efforts will ultimately result in our
 consummation of the transaction outlined above.  However, it is my belief that
 in any event my efforts, together with a clear commitment by VISX, may move
 the auction process forward and bring out other potential bidders.
     A price of $32 per share is more than 3-1/2 times higher than last year's
 intraday low of $8.75 per share.  If management is unwilling to commit to
 submitting a $32 per share or higher offer to a vote of shareholders, it is,
 in my view, an insult to shareholders and another example of management's
 self-interest to the detriment of shareholders.  In this regard, I note that
 senior executives of VISX cashed out nearly $100 million in stock options in
 1999 at share prices substantially above the recent stock price, in addition
 to receiving their substantial compensation packages.
 
     I await your reply!
 
 
     Sincerely,
 
 
     Carl C. Icahn
 
 
                     MAKE YOUR OPINION COUNT -  Click Here
                http://tbutton.prnewswire.com/prn/11690X02728444
 
 SOURCE  Icahn Associates Corp.