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Alcon Holdings Inc, et al. · SC TO-C · Summit Autonomous Inc · On 5/26/00 · EX-99

Filed On 5/26/00, 5:11pm ET   ·   Accession Number 950157-0-255   ·   SEC File 5-38777

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 5/26/00  Alcon Holdings Inc                SC TO-C                2:9K   Summit Autonomous Inc             Cravath Swaine &...01/FA
          Alcon Acquisition Corp.
          Alcon Holdings Inc

Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Tender-Offer Statement -- Preliminary                  2±     7K 
                          Communication                                          
 2: EX-99       Press Release                                          2±    11K 


EX-99   —   Press Release



Exhibit 99. Press Release ALCON OF FORT WORTH, TEXAS PLANS TO ACQUIRE SUMMIT AUTONOMOUS OF WALTHAM, MASSACHUSETTS FOR $19.00 PER SHARE Fort Worth, TX and Waltham, MA-May 26, 2000 - Alcon, a global leader in the research, development, manufacture and marketing of ophthalmic products, and Summit Autonomous Inc. (Nasdaq: BEAM), a leading developer, manufacturer and marketer of ophthalmic laser systems designed to correct common vision disorders, today announced that they have entered into a definitive agreement under which Alcon will acquire Summit Autonomous for $19.00 per share in cash. Pursuant to the agreement, Alcon will begin a tender offer for all outstanding shares of Summit Autonomous for $19.00 per share. Alcon expects to commence the offer by June 5, 2000. Any shares not purchased in the offer will be acquired for the same price in cash in a second-step merger. The merger agreement has been unanimously approved by the boards of directors of Alcon and Summit Autonomous. The offer and the merger are conditioned upon, among other things, normal regulatory approval. "Alcon has long been committed to entering the strategically critical refractive surgical market," said Tim Sear, Alcon's President and Chief Executive Officer. "Our comprehensive global technological review, and, above all, the advice of top refractive surgeons, led us to the firm conviction that Summit Autonomous is the clear technological leader in the refractive field. I am confident that the combination of Alcon's powerful, worldwide surgical sales and marketing organization with the highly skilled Summit Autonomous team will be in the best interest of both surgeons and patients." Robert J. Palmisano, Chief Executive Officer of Summit Autonomous Inc. added, "It is a tribute to everyone in the Summit Autonomous family that such a well respected organization as Alcon has decided to purchase our Company. I believe these two companies will combine into a powerhouse organization that will deliver leading edge products to customers around the world." Alcon is the global leader in the research, development, manufacture and marketing of ophthalmic products, including surgical instruments and accessory products, intraocular lenses, prescription drugs and contact lens care solutions. Alcon is a subsidiary of Nestle SA. Founded in Fort Worth, Texas in 1947, Alcon now employs more than 10,000 individuals around the world. Total sales for 1999 were $2.4 billion, with activity in more than 170 markets. One of the cornerstones of Alcon's success is the Company's commitment to Research and Development. Housed at the Company's headquarters in Fort Worth is the 400,000 square-foot William C. Conner Research Center, the largest and most sophisticated eye research center in the world. Over the next five years, Alcon plans to spend more than $1 billion on eye-related research, more than any entity outside of the National Eye Institute. Founded in 1985, Summit Autonomous Inc. is a leading developer, manufacturer and marketer of ophthalmic laser systems and related products designed to correct common vision disorders such as nearsightedness, farsightedness and astigmatism. The Company has approximately 440 employees. In 1995, Summit Autonomous was the first excimer laser company to receive FDA approval for its excimer laser system for the correction of mild to moderate myopia in the U.S. and in 1999 became the first commercial excimer laser manufacturer to receive FDA approval for the popular LASIK procedure. The Company's next generation LADARVision system is the only FDA approved laser system to combine laser radar eye tracking with narrow beam shaping technology during surgery. Cautionary Statement under "Safe harbor" Provisions of the Private Securities Litigation Reform Act of 1995: Statements made in this news release contain information about the Company's future business prospects. These statements may be considered "forward looking". These statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by such forward looking statements. Among these risks and uncertainties are: competition from other manufacturers and vision correction technologies, delays in obtaining regulatory approvals, challenges to patents owned and licensed by the Company affecting per procedure revenues, adverse litigation results, difficulties in commercializing the LADARVision system and dependence on sole source suppliers. For additional information and risks associated with the Company's business prospects and future operating results, please refer to Summit's public filings with the Securities and Exchange Commission. For more information contact: Kate Sturgis Burnham Mary Dulle Vice President, Investor Relations Communications & Corporate Communications Alcon Director, Corporate (817) 551-8058 Summit Autonomous mary.dulle@alconlabs.com (781) 672-0517 877-BEAM-333 kate.burnham@summitautonomous.com ---------------------------------

Dates Referenced Herein   and   Documents Incorporated By Reference

This SC TO-C Filing   Date   Other Filings
Filed On / Filed As Of5/26/008-K
6/5/00SC 14D9, SC TO-T
 
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Filing Submission 0000950157-00-000255   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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