Here is some more data for you Dave. Part of our DD !
FVC FIRST VENTURE CAPITAL CORP.
450 - 999 West Hastings Street
Vancouver, B.C.
V6C 2W2
Tel: (604) 683-3070
FOR IMMEDIATE RELEASE
Trading Symbol - FVC.VSE
News Release No. 01
FVC FIRST VENTURE CAPITAL CORP. TO PROCEED
WITH QUALIFYING TRANSACTION
Vancouver, B.C., October 20, 1998 -- FVC First Venture Capital Corp. (the Company) is pleased to announce that it has entered into a letter of intent to acquire all of the issued and outstanding shares of Lasik Vision Canada Inc. (Lasik Vision), a Vancouver based provider of laser vision correction services.
Further to a letter of intent executed October 14, 1998 among the Company, Lasik Vision, a Canada Business Corporation Act corporation, and Lasik Visions shareholders, the Company has agreed to issue up to 30,000,000 common shares of the Company (the Transaction Shares) at a price of $0.50 per share. A number of the Transaction Shares will be categorized as performance shares, which will be subject to escrow restrictions to be released upon the cumulative cash flow performance of Lasik Vision. An independent party will be engaged to prepare a fairness opinion and other related documentation necessary to establish the value of Lasik Vision in form acceptable to the Company, Lasik Vision, Lasik Visions shareholders and the Vancouver Stock Exchange (the Exchange). Any of the Transaction Shares which can not be justified by Lasik Visions value will be subject to the performance earn-out requirements in accordance with the policies of the Exchange. The Transaction Shares will represent, on a fully-diluted basis, not less than 84 percent of the issued and outstanding share capital of the Company.
Upon determining the allocation of performance shares to the satisfaction of the parties, the Company will advance to Lasik Vision $125,000 by way of loan, payable upon the earlier of 120 days and the completion of the share exchange transaction. In addition, Pacific International Securities Inc. (Pacific International) will advance $375,000 to Lasik Vision by way of a loan repayable on the same terms. The loans will bear interest at the rate of prime plus four percent and will be unsecured. As consideration for providing the bridge loan to Lasik Vision, the Company has agreed to issue to Pacific International, as a loan bonus, 75,000 common shares at a deemed price of $0.50 per share, which will be issuable upon the completion of the transaction.
The transaction terms further contemplate the Company proceeding with a private placement of up to 1,100,000 special warrants at a price of $0.50 per special warrant, to raise gross proceeds of up to $550,000. The special warrants are exchangeable into units of the Company, with each unit being comprised of one common share and one-half of a non-transferable share purchase warrant. Each whole warrant will be exercisable into one additional common share of the Company for a two year period at $0.75 per share in the first year and $1.00 per share in the second year.
The special warrants will be sold through Pacific International as selling agent. Pacific International will also be serving as the sponsor of the proposed share exchange transaction in accordance with the rules and policies of the Exchange. As consideration for Pacific International serving as sponsor and selling agent, the Company will pay to it a commission equal to eight and one-half percent of the gross proceeds realized from the sale of the special warrants, and a corporate finance fee of $20,000 payable in cash.
Upon the completion of the transaction, the Company proposes to change its name to First Vision Corp. and will pay a $25,000 cash fee to ICC Capital Corp. as consideration for introducing the Company to Lasik Vision. ICC Capital Corp. is a private Ontario company controlled by a party unrelated to either the Company or Lasik Vision.
The completion of the transaction is subject to a number of conditions. The parties must enter into a formal share exchange agreement specifying the proportion of the Transaction Shares which will be performance shares. The transaction is also subject to approval by the majority of the minority shareholders of the Company. The Company has scheduled a meeting of its shareholders to be held on December 15, 1998 to consider the proposed transaction. Finally, the transaction will be subject to regulatory acceptance by the Exchange. The Company is a venture capital pool company under the policies of the Exchange. The proposed transaction to be entered into by the Company is intended to serve as a Qualifying Transaction under Exchange policies.
Based in Vancouver, British Columbia, Lasik Vision provides laser vision correction services through its clinics in Vancouver, British Columbia and Mississauga, Ontario. The clinics conduct day surgery procedures which correct common refractive vision disorders such as near- and far-sightedness using leading edge technology. The procedure is performed on an outpatient basis by highly qualified, licensed opthamologists. In most cases, Lasik Visions laser procedure successfully eliminates or reduces a patients need for glasses or contact lenses by changing the curvature and shape of the cornea. Laser eye surgery is growing in popularity throughout North America as public confidence increases in laser surgery as a viable and safe alternative to glasses or contact lenses.
Based on its success in the Vancouver and Toronto markets, Lasik Visions business strategy is to establish high quality and profitable surgery clinics in other major North American cities. Lasik Visions long term expansion plans include increasing the number of Canadian locations and entering the U.S. market, where an estimated 55 percent of the population wear corrective lenses and approximately 10 percent of the population wear contact lenses.
Currently, the laser eye surgery industry is made up of a number of sole practitioners and several national companies which specialize in laser vision correction through the operation of several centers across North America. The most dramatic growth for the laser eye surgery industry is expected in the U.S., where the market is still relatively undeveloped due to the regulatory framework that requires companies to observe federal, state and local regulations, laws and rules. As a result the Canadian industry has been allowed to mature more rapidly. Lasik Vision, like other Canadian laser eye surgery companies, has had the benefit of positioning themselves to compete with U.S. based firms with more experience and a less restrictive regulatory environment.
Lasik Visions management team consists of Michael Henderson (President and Chief Executive Officer), Dr. Hugo F. Sutton (Medical Director), Philip Louie (Controller) and Cathy Pridam (Operations Manager). Its principal shareholder is TMX Laser Vision Canada Inc., a private company substantially-owned by Dr. Hugo Sutton. Upon the completion of the share exchange transaction, Michael Henderson will be appointed to serve as President, Chief Executive Officer and a director of the Company. The management team of Lasik Vision will remain unchanged.
Subject to acceptance of applicable shareholder and regulatory approvals, it is intended to complete the transaction in December, 1998.
FVC FIRST VENTURE CAPITAL CORP.
Douglas L. Mason
Douglas L. Mason, President
For further information please contact:
Waterfront Communications, Kelly Lendvoy or Dan Evans (Tel: (604) 683-3070)
THE VANCOUVER STOCK EXCHANGE NOR ANY OTHER REGULATORY BODY HAS REVIEWED AND THEREFORE DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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