TLC Laser and Laser Vision Announce Merger

Mississauga-based TLC Laser Eye Centers Inc. and St. Louis-based Laser Vision Centers, Inc. announced a definitive merger agreement with a total transaction value of approximately US$254 million. The merger, which was expected to close in December 2001, will be effected in an all-stock combination under which Laser Vision shareholders will receive 0.95 shares of TLC stock (NASDAQ/TSE) for each share of Laser Vision. International headquarters for the new company, to be known as TLC VISION Corporation, will be in Mississauga; the company’s U.S. operations will be headquartered in St. Louis.

Torys is acting for TLC with a team that includes David Chaikof, Karrin Powys-Lybbe, Sarah Lerchs and Tom Yeo (securities and corporate), Lucia ten Kortenaar (tax) and Hugh O’Reilly (employment, pension and benefits) in Toronto and Andy Beck and Peter Keenan in New York, working with TLC’s general counsel, Lloyd Fiorini.

Thompson Coburn, LLP is acting for Laser Vision, with a team that includes Thomas Litz, Andrew Klinghammer, Dale Joerling, Charles Binger, Richard Lawton, Christopher Reid, Kara Horton, Jennifer Ruyle and Brett Hastings, working alongside Laser Vision’s general counsel, Robert May. Fraser Milner Casgrain LLP is acting as Canadian counsel to Laser Vision and Thompson Coburn, with a team that includes Marc Mercier, David Woolford and Rubin Rapuch (financial services, corporate and securities), Colin Ground (corporate) and Alex Tinmouth and Mark Rowbotham (labour and employee benefits).