Alcon Holdings Inc, et al. – ‘SC TO-C’ on 5/26/00 re: Summit Autonomous Inc – EX-99

On:  Friday, 5/26/00, at 5:11pm ET   ·   Accession #:  950157-0-255   ·   File #:  5-38777

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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±    10K 

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
		6/5/00		SC 14D9,  SC TO-T
Filed on:		5/26/00		8-K
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