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FOR IMMEDIATE RELEASE
ALCON OF FORT WORTH, TEXAS PLANS TO ACQUIRE
SUMMIT AUTONOMOUS OF WALTHAM, MASSACHUSETTS
FOR $19.00 PER SHARE
Fort Worth, TX and Waltham, MA-May 26, 2000 - Alcon, a global leader in the
research, development, manufacture and marketing of ophthalmic products, and
Summit Autonomous Inc. (Nasdaq: BEAM), a leading developer, manufacturer and
marketer of ophthalmic laser systems designed to correct common vision
disorders, today announced that they have entered into a definitive agreement
under which Alcon will acquire Summit Autonomous for $19.00 per share in cash.
Pursuant to the agreement, Alcon will begin a tender offer for all outstanding
shares of Summit Autonomous for $19.00 per share. Alcon expects to commence the
offer by June 5, 2000. Any shares not purchased in the offer will be acquired
for the same price in cash in a second-step merger. The merger agreement has
been unanimously approved by the boards of directors of Alcon and Summit
Autonomous. The offer and the merger are conditioned upon, among other things,
normal regulatory approval.
"Alcon has long been committed to entering the strategically critical refractive
surgical market," said Tim Sear, Alcon's President and Chief Executive Officer.
"Our comprehensive global technological review, and, above all, the advice of
top refractive surgeons, led us to the firm conviction that Summit Autonomous is
the clear technological leader in the refractive field. I am confident that the
combination of Alcon's powerful, worldwide surgical sales and marketing
organization with the highly skilled Summit Autonomous team will be in the best
interest of both surgeons and patients."
Robert J. Palmisano, Chief Executive Officer of Summit Autonomous Inc. added,
"It is a tribute to everyone in the Summit Autonomous family that such a well
respected organization as Alcon has decided to purchase our Company. I believe
these two
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companies will combine into a powerhouse organization that will deliver leading
edge products to customers around the world."
Alcon is the global leader in the research, development, manufacture and
marketing of ophthalmic products, including surgical instruments and accessory
products, intraocular lenses, prescription drugs and contact lens care
solutions. Alcon is a subsidiary of Nestle SA. Founded in Fort Worth, Texas in
1947, Alcon now employs more than 10,000 individuals around the world. Total
sales for 1999 were $2.4 billion, with activity in more than 170 markets. One of
the cornerstones of Alcon's success is the Company's commitment to Research and
Development. Housed at the Company's headquarters in Fort Worth is the 400,000
square-foot William C. Conner Research Center, the largest and most
sophisticated eye research center in the world. Over the next five years, Alcon
plans to spend more than $1 billion on eye-related research, more than any
entity outside of the National Eye Institute.
Founded in 1985, Summit Autonomous Inc. is a leading developer, manufacturer and
marketer of ophthalmic laser systems and related products designed to correct
common vision disorders such as nearsightedness, farsightedness and astigmatism.
The Company has approximately 440 employees. In 1995, Summit Autonomous was the
first excimer laser company to receive FDA approval for its excimer laser system
for the correction of mild to moderate myopia in the U.S. and in 1999 became the
first commercial excimer laser manufacturer to receive FDA approval for the
popular LASIK procedure. The Company's next generation LADARVision system is the
only FDA approved laser system to combine laser radar eye tracking with narrow
beam shaping technology during surgery.
CAUTIONARY STATEMENT UNDER "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995: STATEMENTS MADE IN THIS NEWS RELEASE CONTAIN
INFORMATION ABOUT THE COMPANY'S FUTURE BUSINESS PROSPECTS. THESE STATEMENTS
MAY BE CONSIDERED "FORWARD LOOKING". THESE STATEMENTS ARE SUBJECT TO RISKS
AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM
THOSE SET FORTH IN OR IMPLIED BY SUCH FORWARD LOOKING STATEMENTS. AMONG THESE
RISKS AND UNCERTAINTIES ARE: COMPETITION FROM OTHER MANUFACTURERS AND VISION
CORRECTION TECHNOLOGIES, DELAYS IN OBTAINING REGULATORY APPROVALS, CHALLENGES
TO PATENTS OWNED AND LICENSED BY THE COMPANY AFFECTING PER PROCEDURE
REVENUES, ADVERSE LITIGATION RESULTS, DIFFICULTIES IN COMMERCIALIZING THE
LADARVISION SYSTEM AND DEPENDENCE ON SOLE SOURCE SUPPLIERS. FOR ADDITIONAL
INFORMATION AND RISKS ASSOCIATED WITH THE COMPANY'S BUSINESS PROSPECTS AND
FUTURE OPERATING RESULTS, PLEASE REFER TO SUMMIT'S PUBLIC FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION.
FOR MORE INFORMATION CONTACT:
Kate Sturgis Burnham Mary Dulle
Vice President, Investor Relations Director, Corporate
& Corporate Communications Communications
Summit Autonomous Alcon
(781) 672-0517 (817)551-8058
877-BEAM-333 [email protected]
[email protected]
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