November 15, 2000
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Germany-based Pro-Laser is expected to acquire EyeSys division of Premier

The German company will acquire the well-known topography system and has signed a letter of intent to proceed toward merger.

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IRVINE, Calif. — Quick on the heels of the sale of the Premier Laser Systems Inc. ophthalmic division to SurgiLight, Premier and Pro-Laser Ltd. announced Oct. 19 that they have signed a letter of intent under which Pro-Laser will acquire Premier’s EyeSys Corneal Topography division.

Pro-Laser, based in Düsseldorf, Germany, will acquire the intellectual property, customer base and inventory of the EyeSys Corneal Topography division from Premier. Under the terms of the agreement, Pro-Laser expects to close this transaction, on or about Dec. 8.

Pro-Laser, a subsidiary of an Israeli high tech company of the same name, engages directly and through subsidiaries in the development, manufacture and marketing of systems, equipment and instrumentation for the ophthalmic community.

In addition to the corneal topography purchase, Premier and Pro-Laser have executed an additional letter of intent to proceed toward a merger of Premier into Pro-Laser at the conclusion of Premier’s chapter 11 case.

Ronnie Jaegermann, chief executive officer and president of Pro-Laser, said in a press release, “We believe that acquiring the EyeSys Corneal Topography product line will enhance our ophthalmic diagnostic product offering and enable Pro-Laser to form a closer relationship with refractive surgeons worldwide.”

Fredric J. Feldman, PhD, chairman, of the board of directors of Premier, said “We feel that the transactions with Pro-Laser will benefit our customers, shareholders and creditors. We are pleased to be moving forward with a company of the magnitude of Pro-Laser.”

According to Randy McDonald, Premier’s financial adviser from the Magnum Group Inc., a possible merger between Pro-Laser and Premier still has a few hurdles to jump — in particular decisions what to sell and what to keep of the remaining Premier technologies.

Mr. McDonald explained that Pro-Laser has no desire to get involved in the dental surgical business and will likely look for Premier to sell off its dental division before a possible merger is accepted.

Pro-Laser’s interest in Premier stems from Premier’s diversified shareholder base and some of the technology that can be brought into Pro-Laser’s collection of systems and marketing for ophthalmic devices the company said.

A timeline for the intended merger has not been set yet because Pro-Laser is still deciding which assets will be folded into the company and which will be sold off.

Premier has been seeking a merger partner since it filed chapter 11 last March.

This move caps 8 months of sell-offs, proposed mergers and legal hassles for Premier. Ophthalmic Imaging Systems (OIS) and Premier severed their merger deal in February. Two days before the merger fell through, Premier furloughed 54 of its employees; 1 month later, it furloughed most of its remaining employees. In March, Premier sold its intellectual property concerning the Topomax system to LaserSight Incorporated (Winter Park, Fla.) for the sum of $4 million. Later that month, the NASDAQ halted trading of Premier stock (PLSIQ). In mid-October Premier sold its ophthalmic laser division to SurgiLight (Orlando, Fla.).

In addition, Premier was served with a lawsuit filed by one of its dental competitors alleging patent infringement.

For Your Information:
  • Ronnie Jaegermann can be reached at Jagerstrasse 58 Düsseldorf, 40321 Germany; (49) 211-2104216; fax: (49) 211-2104251; e-mail: ronnie.jaegermann@rodenstock.de; Web site: www.prolase.com.
  • Fredric J. Feldman, PhD, can be reached at 3 Morgan, Irvine, CA 92618; (800) 544-8044; fax: (949) 951-7218; Web site: www.premierlaser.com.