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VISX, INCORPORATED
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(Name of Registrant as Specified In Its Charter)
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[VISX Logo]
April 18, 2001
To Our Stockholders:
There is a battle being waged for control of your Company and we
believe your investment hangs in the balance. In order to protect your
investment and ensure the continued growth and prosperity of VISX, WE URGE
YOU TO TAKE THE FOLLOWING TWO ACTIONS:
o If you have not already done so, please VOTE the enclosed GOLD
proxy card "FOR" the VISX slate of directors and return the card
in the enclosed envelope.
o Please DISCARD any proxy materials you receive from Carl Icahn and
his group, as any vote on the Icahn group's proxy--even an
abstention--will nullify your YES vote on the VISX GOLD proxy.
We believe VISX's strong first quarter performance underscores the
importance of voting "FOR" the VISX slate. Your Company's first quarter
performance was exceptional on all major fronts:
o VISX's earnings were $0.21 per share, exceeding expectations;
o VISX's industry-leading market share increased;
o VISX's licensing revenue grew by 23% over fourth quarter, 2000;
o VISX's licensing revenue from its top 4 corporate customers
increased by 40% over fourth quarter, 2000;
o VISX's systems sales grew by 29% over fourth quarter, 2000;
o VISX repurchased more than 4 million shares of common stock, and
VISX's Board authorized the repurchase of 10 million additional
shares of common stock on April 3, 2001.
Industry experts project that the U.S. laser vision correction
procedure market will grow at an average compound rate of 28% over the next
four years,(1) and we believe VISX is well-positioned to capture the
significant opportunities presented by this vast market.
Still, we believe there is an immediate threat to VISX's ability
to remain the leader in this industry--that threat is the effort of a group
led by New York financier Carl Icahn to take control of your Company. The
Icahn group has made a proposal that, in our view, jeopardizes both the
short-term and long-term value of your Company. If implemented, THIS
PROPOSAL WOULD FORCE VISX TO ASSUME $300 MILLION IN DEBT to finance a 20
million share stock buy-back program, thereby:
o Immediately diluting VISX's earnings per share;
o Severely weakening VISX's balance sheet; and
o Depriving VISX of the flexibility to invest in essential research
and development.
The Icahn group has also proposed to auction your Company, despite
the fact your Board of Directors previously conducted a review of strategic
alternatives and concluded there were no currently available combinations
that would enhance stockholder value. While VISX remains receptive to
opportunities that would recognize our record of profitable performance and
our global leadership position, this is an avenue that has been thoroughly
explored.
We believe the bottom line is that Mr. Icahn and his group would
plunge VISX into debt and restrict your Company's ability to invest in our
future. For all of these reasons, we again urge you to vote "FOR" the VISX
Board of Directors on the enclosed GOLD VISX proxy and to DISCARD ANY
MATERIALS that you receive from Mr. Icahn. A postage paid return envelope
is enclosed for your convenience.
If you have any questions about voting or need other assistance,
please call MacKenzie Partners, Inc., the firm assisting us in the
solicitation of proxies, toll-free at 800-322-2885 or collect at
212-929-5500.
Thank you for your continued confidence and support.
On Behalf of the Board of Directors
Sincerely,
/s/ Elizabeth H. Davila /s/ Mark B. Logan
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Elizabeth H. Davila Mark B. Logan
President and Chief Executive Officer Chairman of the Board
The foregoing statements are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are based on management's current expectations and actual
results could differ materially. Additional discussions of factors
affecting the Company's business is contained in the Company's most recent
filings with the Securities and Exchange Commission, including VISX's
Annual Report and Form 10-K for the year ended December 31, 2000.
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(1) Marketscope, "Comprehensive Report on the Refractive Market,"
November 2000.