LCA-Vision adopts stockholder rights plan

By Lisa Kerner

Charlotte, N.C., Nov. 24 - LCA-Vision Inc.'s board of directors adopted a stockholder rights plan and declared a dividend distribution of one preferred stock purchase right on each outstanding share of LCA-Vision common stock.

Each right will entitle stockholders to buy one one-hundredth of a newly issued share of LCA-Vision's series A junior participating preferred stock for $100, an LCA-Vision news release said.

LCA-Vision said initially the rights will trade only with the shares of the company's common stock to which they are attached.

The rights become exercisable only if a person or group acquires or obtains the right to acquire ownership of 20% or more of LCA-Vision common stock, begins a tender or exchange offer for 20% or more of the common stock or is declared an "adverse person" by the board.

The plan allows for rights holders to purchase shares of an acquiring company in the event of a merger or other business combination transaction.

"The rights plan does not prevent a takeover, but is intended to ensure that LCA-Vision's stockholders receive equal treatment in the event of any proposed takeover, and to guard against tactics that could impair the board's ability to represent stockholders' interests fully," chief executive officer Steve Straus said in the release.

Nov. 24 is the distribution date and the record date for the rights, which will expire on Nov. 23, 2018.

Joffes react to poison pill

It was previously reported that Stephen N. Joffe, founder and former chairman and CEO of LCA-Vision, and Craig P.R. Joffe, former chief operating officer and general counsel, met with chairman of the board E. Anthony Woods and board member William F. Bahl to discuss ways to increase stockholder value.

Last week, the Joffes announced that their concerns had still not been addressed. As a result, the Joffes said they planned to discuss LCA-Vision's turnaround and governance with independent members of the board, management and "certain other significant stockholders" of the company.

The Joffes and Alan Buckey, LCA-Vision's former chief financial offer, said on Monday that they were saddened and shocked by the company's adoption of a poison pill and cited the cost of such a move to shareholders.

In a Nov. 24 letter to the company, the Joffes and Buckey said they "truly want to help the board of directors save LCA-Vision from its apparent path to self-destruction." The letter was included in an amended schedule 13D filed with the Securities and Exchange Commission.

Stephen Joffe beneficially owns 2,115,320 shares, or 11.4%, of the Cincinnati-based laser vision correction services company.

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