Private investor group agrees to purchase OIS shares from Premier

Ophthalmic Imaging Systems announced that a private investor group is planning to provide working capital and buy out the shares of Premier Laser Systems.

Issue: July 15, 2000

SACRAMENTO, Calif. — Ophthalmic Imaging Systems (OIS) recently announced that a private investor group has agreed to buy the shares owned by Premier Laser Systems (Irvine, Calif.). Premier filed for bankruptcy in March of this year under Chapter 11.

The as-yet-unnamed investor group will provide working capital for OIS as well as the purchase of Premier’s common stock. The total amount of the purchase is expected to be $3 million. Premier owns 49% of stock in OIS along with 2% to 3% of voting rights for preferred stock.

The investors are dealing with both OIS and Premier to finalize the deal. The transactions are subject to certain customary closing conditions and approval by the bankruptcy court and are expected to conclude by mid-summer 2000.

Premier/OIS planned merger

Originally, OIS hoped that their merger with Premier would add benefits and financial resources. “We expected deep pockets, but they turned out to be ultra-shallow ones leading to the bankruptcy,” said OIS Chief Executive Officer Walt Williams.

Mr. Williams said that the Chapter 11 filing on the part of Premier was a surprise originally. “They represented that they had adequate resources to complete the transaction.

“We perceived quickly that we would need to look for new investors,” Mr. Williams said, adding that the company both actively searched and was contacted individually by investors.

Mr. Williams could not go into detail regarding the investors but did say that they were interested in investing in this technology field.

With the proposed merger, OIS had moved manufacturing from their Sacramento location to Premier’s Irvine, Calif., location. Premier had hoped to control the company under one roof. OIS had moved manufacturing back to the Sacramento location.

Even with the company in a sudden state of flux, Mr. Williams said that OIS has been doing near its normal sales numbers.

With the new influx of money and investing, OIS plans to more aggressively sell its Digital Fundus Imager unit and investigate other potential innovative applications for its existing product lines.

OIS is a provider of ophthalmic digital imaging systems. The company designs, develops, manufactures and markets digital imaging and image enhancement systems and analysis software.

Bad year for Premier

When contacted for an interview, Premier Laser Systems Chief Financial Officer Rob Mahoney stated that he was not in a position to comment at this time and “when we have information to release, we will.”

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 of 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).

Premier stock is being traded on the OTC Bulletin Board under the listings PLSIQ for the common stock and PLSZQ for the warrants.

Premier clinical trials have been conducted by clinicians in a variety of locations in the United States and worldwide, resulting in more than 100 Food and Drug Administration clearances to market in multiple specialty areas. Its intellectual property includes 91 patents and patent applications in the United States and internationally.

Under the EysSys brand name, Premier markets corneal topography (diagnostic imaging) systems with an installed base of more than 3,500 systems worldwide.

For Your Information:

Walt Williams can be reached at Ophthalmic Imaging Systems, 221 Lathrop Way, Ste. 1, Sacramento, CA 95815-4215; (916) 646-2020; fax: (916) 646-0207; Web site: www.oisi.com. Mr. Williams is chief executive officer of Ophthalmic Imaging Systems.

Rob Mahoney can be reached at Premier Laser Systems, 3 Morgan, Irvine, CA 92618; (949) 859-0656; fax: (949) 951-7218; Web site: www.premierlaser.com. Mr. Mahoney is chief financial officer of Premier Laser Systems.

For more information regarding Premier’s Chapter 11 proceedings, please contact U.S. Bankruptcy Court, 411 W. 4th St., Ste. 2030, Santa Ana, CA 92701-4593. All filings are listed under Premier Laser and identification number SA00-12031-RA.