17/07/2000
MediVision acquires majority stake in Ophthalmic Imaging Systems
Yokneam Elit, Israel - MediVision Medical Imaging Ltd. ("MediVision")—traded
on the Euro.NM stock exchange in Belgium (EURO.NM: MEDV) has signed an
agreement to acquire 73% of the common stock of Ophthalmic Imaging Systems
Inc. (OIS) from Premier Laser Inc. Based in Sacramento (California - US),
OIS manufactures and distributes systems for various ophthalmic applications
and is considered to be a market leader in North America. Featuring an
annual turnover of over $6 million OIS is traded over the counter in NASDAQ
(NASDAQ:OISI.OB).
The agreement has been signed between MediVision, OIS and Premier Laser Inc. (Premier) - OIS controlling shareholders. Under the terms of the agreement, MediVision will pay Premier $3.2 million. Out of this amount, $2.2 million will be paid in cash and the rest will be paid by issuing new MediVision registered shares at a secured total value of $1 million (representing less than 5% of MediVision present market value) at a per-share market price at the closing of the transaction, with certain restrictions on their resale. At MediVision's option such sum of $1 million may be paid in cash rather then in MediVision shares.
In addition to payment to Premier, MediVision will immediately provide OIS with $260,000 in secured financing as working capital. After the closing MediVision will loan to OIS additional working capital amounts up to $1.5 million, which are convertible to further equity in OIS.
The transaction is subject to customary closing conditions and approval by the bankruptcy court in which Premier's Chapter 11 case is pending.
According to Noam Allon, Chief Executive Officer of MediVision, "The investment in OIS reflects high technological and marketing synergies between the two companies and enhances both companies' strengths, strategies and needs. Furthermore, MediVision's scope of activity is expected to increase considerably in the USA after the closing of the transaction."
Walter Williams, Chief executive Officer of OIS said:" Ophthalmic Imaging Systems has always had a reputation for innovation and quality in ophthalmic diagnostic products. With this injection of new working capital we will be able to get on with our business of providing superior products and exemplary technical support to the medical community we serve."
MediVision is an Israeli high-tech company listed on Euro.NM. MediVision designs, develops, manufactures and markets digital imaging devices for Ophthalmic applications with an emphasis on diagnostics related to the Retina. Thanks to MediVision's system portfolio and their interconnectivity the company pioneers the "Complete Ophthalmic Digital Department" concept and also enables full connectivity between geographically separated clinics or hospitals and physicians. MediVision markets its full range of digital ophthalmic systems in Europe, USA and the Far East.
Ophthalmic Imaging Systems is the leading provider of ophthalmic digital imaging systems. The company designs, develops, manufactures and markets digital imaging and image enhancement systems and analysis software. With over a decade in the ophthalmic imaging business, OIS has consistently been the first to introduce new technology and features. The company offers customer support through a worldwide network of distributors.
For further information, please contact Noam Allon, President & CEO MediVision,
on tel. +972-54-614847, Ariel Shenhar, Vice-president & CFO MediVision,
on tel. +972-52-821728, or Frederic Dryhoel, PR Force, +32-2-7130714.
The statements in this release that relate to future events or performance, statements about growth, sales and market size, future manufacturing and future product introductions are forward-looking statements that involve risks and uncertainties, including risks associated with uncertainties related to the development of markets for and commercial acceptance of the company's products and services, the availability of components, competitors' product introductions and other risks. Actual results may differ from those described in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
