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VISX, INCORPORATED
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[VISX Logo]
April 18, 2003
TO OUR STOCKHOLDERS:
The 2003 Annual Meeting of Stockholders of VISX, INCORPORATED, has been
scheduled for Friday, May 23, 2003, at our principal executive offices located
at 3400 Central Expressway, Santa Clara, California 95051 at 11:30 a.m., local
time. We hope that you can attend the meeting. Your vote is important. Whether
or not you plan to attend the Annual Meeting, please sign, date and return the
enclosed GOLD proxy card TODAY.
VISX--THE MARKET LEADER
In 2002, for the third year in a row, VISX achieved a 60 percent market
share of the U.S. laser vision correction procedures market. Our Board of
Directors and management team are firmly committed to retaining this
leadership position and building value for our stockholders by doing what we
do best -- providing our customers worldwide with state-of-the-art products
and superior service. We are also closely monitoring our operating costs so
that we can continue to deliver a solid financial performance. Last year,
despite a difficult economic environment, we generated operating margins of 20
percent and over $40 million in cash from operations. We also reinvested a
significant amount of our free cash flow into R&D and marketing to support our
future growth.
We believe that stock repurchases, at attractive prices, are a prudent
use of our capital. Over the past year, we repurchased nearly four million
shares of stock, and we have repurchased approximately 20 million shares since
we initiated our stock repurchase program in 1997.
I am also very pleased to announce that we recently reached a global
settlement with Nidek regarding our patents. This settlement, which includes
cross-licensing provisions, will enable us to avoid years of additional legal
expenses and to focus our attention and resources on growing the market for
laser vision correction.
POISED FOR FUTURE GROWTH
Our commitment to innovation is our commitment to the future. In 2002,
following several years of development, we introduced CustomVue[TM], a laser
vision correction procedure that has the potential to improve vision beyond
contacts and glasses. We are seeing excellent results from CustomVue[TM]
procedures in international markets. In the U.S., where we are awaiting FDA
approval, over half of our customers are already equipped to use CustomVue[TM]
to perform custom ablation. While we cannot be certain, we expect approval
this quarter. We believe CustomVue[TM] will provide us with an extraordinary
opportunity to gain incremental revenue and profit from VISX procedures as
well as reinvigorate demand for laser vision correction.
In the U.S., an estimated 1.15 million procedures were performed in
2002, yielding a cumulative penetration rate for laser vision correction
surgery of just 5% of available consumers. In other words, there are about 50
million to 60 million people, over 100 to 120 million eyes that are good
candidates for laser vision correction in the U.S. We believe that VISX's
established leadership position and innovative CustomVue[TM] technology make us
uniquely equipped to expand our penetration of this large and lucrative
market.
PROTECT THE VALUE OF YOUR INVESTMENT
AND THE FUTURE OF YOUR COMPANY
You may be receiving proxy materials from Carl Icahn seeking your vote
at our Annual Meeting to elect Keith Meister, a 30 year-old employee of one of
Mr. Icahn's affiliates, to our Board of Directors. VISX believes that Mr.
Meister lacks the relevant experience to help the Company capitalize on the
exciting growth opportunities mentioned above. We also believe that, as an
employee of Mr. Icahn's, Mr. Meister would lack the objectivity required to
ensure that he would act in the best interest of all VISX stockholders.
In contrast, your current Board of Directors is comprised of seasoned
leaders who collectively have decades of experience in the medical and
ophthalmic industry and significant mergers and acquisitions experience.
Moreover, six out of these seven individuals are independent. I am the only
management Director who serves on our Board. All seven Directors have prior
experience serving on public company boards, and all of us hold or have held
senior level executive positions in a NYSE or NASDAQ listed company.
The current composition of the VISX Board of Directors provides us with
both the industry expertise and the transaction experience we need to evaluate
opportunities and make decisions that will create long-term value for all of
our stockholders. We believe that the addition of an individual without any
knowledge of our market in the employ of a stockholder primarily focused on
creating a liquidity event for his investment in our company would
significantly disrupt this process.
Your Board of Directors unanimously recommends that VISX stockholders
vote the GOLD proxy card today FOR your Board's director nominees. In the
event you receive proxy materials from the Icahn group, we urge you not to
sign or return the Icahn group's proxy card.
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, we request that
you complete, date, sign and return the enclosed GOLD proxy card promptly and
discard any materials that you may receive from Mr. Icahn and his affiliates.
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 1(800) 322-2885 OR COLLECT AT 1(212) 929-5500.
On behalf of your Board of Directors, I thank you for your continued
confidence and support.
Sincerely,
ELIZABETH H. DAVILA
Chairman, President,
and Chief Executive Officer
This letter contains certain forward-looking statements based on current
expectations, forecasts, and assumptions of VISX that involve risks and
uncertainties. Forward-looking statements in this letter, including statements
regarding our future leadership position and financial performance, the
anticipated FDA approval of CustomVue[TM], the ability to gain incremental
revenue and profit from VISX procedures and reinvigorate demand for laser
vision correction, the avoidance of years of additional legal expenses through
the settlement of the Nidek litigation, and the expansion of our current
market penetration, are based on information available to the Company as of
the date hereof. The Company's actual results could differ materially from
those stated or implied in such forward-looking statements, due to risks and
uncertainties associated with the Company's business, which include the risk
factors disclosed in the Company's most recent filings with the Securities and
Exchange Commission, including VISX's Annual Report and Form 10K for the year
ended December 31, 2002. The Company assumes no obligation to update the
information included in this letter, whether as a result of new information,
future events or otherwise.
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If you have any questions, require assistance in voting your GOLD proxy
card(s), or need additional copies of VISX's proxy materials, please call
MacKenzie Partners, Inc. at the phone numbers listed below.
[MacKenzie Partners, Inc.Logo]
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
or
TOLL-FREE (800) 322-2885
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