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Premier Laser/Ophthalmic Imaging Systems

This article was originally published in The Gray Sheet

Executive Summary

Premier would acquire the 49% of ophthalmic digital imaging system maker OIS that it does not currently own under an agreement announced Oct. 22. While OIS had previously rejected as inadequate a Premier offer of $0.85 worth of Premier stock for each OIS share, the revised agreement would provide roughly $1.78 per share. OIS shareholders, which have yet to approve the pact, would receive 0.8 shares of Premier common stock per OIS share; Premier closed at 2-7/32 the day before the announcement. The two firms had first planned to merge under a February 1998 agreement, which was subsequently dissolved (1"The Gray Sheet" June 28, p. 21)

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Premier Laser Systems

Crossroads LLC is hired to assist "in identifying and assessing strategic and financial alternatives," the firm announces Feb. 16. Irvine, California-based Premier has placed 54 of its 80 employees on "temporary unpaid leave" due to "short term liquidity issues." Premier's previously planned merger with Ophthalmic Imaging Systems has been terminated by OIS, and the firms note it is "not practicable at this time" (1"The Gray Sheet" Nov. 1, p. 11)

Premier Laser Systems

Crossroads LLC is hired to assist "in identifying and assessing strategic and financial alternatives," the firm announces Feb. 16. Irvine, California-based Premier has placed 54 of its 80 employees on "temporary unpaid leave" due to "short term liquidity issues." Premier's previously planned merger with Ophthalmic Imaging Systems has been terminated by OIS, and the firms note it is "not practicable at this time" (1"The Gray Sheet" Nov. 1, p. 11)

Premier Laser/Ophthalmic Imaging Systems

OIS rejects Premier's offer to acquire the balance of the approximately 49% of OIS shares not already owned by Premier by a unanimous vote of its board of directors. Premier's non-binding proposal, offering $0.85 worth of Premier Class A common stock for each OIS share outstanding, subject to certain conditions, was "not adequate," OIS says. However, OIS plans to engage a financial advisor to assist in further negotiations. The two firms previously had planned to merge under a February 1998 agreement, which was subsequently dissolved ("The Gray Sheet" Aug. 31, 1998, In Brief)

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