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Published on 3/23/2009 in the Prospect News Special Situations Daily.

LCA-Vision gets continued backing of proxy advisory firm

By Lisa Kerner

Charlotte, N.C., March 23 - RiskMetrics Group/ISS continued to recommend that LCA-Vision Inc. stockholders vote to retain the company's current board of directors and reject all proposals put forth in the dissident shareholder group's consent solicitation.

According to LCA-Vision, RiskMetrics reaffirmed its recommendation in a March 20 alert in response to information regarding LCA-Vision compensation committee practices, same-store sales performance metrics and a supportive letter from the LCA-Vision medical advisory board.

LCA-Vision's 11-member medical advisory board, in a March 16 letter to chairman E. Anthony Woods, said it supports management's significant strategic planning and increased transparency.

As previously reported, LCA-Vision founder and former chief executive officer Stephen Joffe formed the LCA-Vision Full Value Committee, along with the company's former chief operating officer, Craig Joffe, and former executive vice president of finance, Alan Buckey.

The group, with an 11% stake in LCA-Vision, began a consent solicitation to replace the Cincinnati-based laser vision correction services company's board with Stephen Joffe, Jason T. Mogel, Robert Probst, Edward J. VonderBrink and Robert H. Weisman.

The shareholder group's consent solicitation ends April 9.

"We urge our stockholders to follow the unanimous recommendations of all three proxy advisory firms reviewing this situation, RiskMetrics, Glass Lewis & Co., and Proxy Governance, Inc. in voting for our current board and in support of the current management team," LCA-Vision CEO Steven Straus said in a company news release.

LCA-Vision has retained Georgeson Inc. as its consent revocation solicitation agent.


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