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VISX, INCORPORATED
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[VISX Logo]
NEWS RELEASE Company Contact:
For Immediate Distribution Lola Wood: (877) 463-6847
E-Mail: ir@visx.com
Web: http://www.visx.com
Joele Frank / Barrett Godsey
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
ISS RECOMMENDS VOTE FOR VISX DIRECTORS OVER ICAHN NOMINEES
SANTA CLARA, CALIFORNIA (April 26, 2001) - VISX, INCORPORATED
(NYSE Symbol: EYE) announced today that Institutional Shareholder Services
(ISS) recommended that VISX stockholders vote FOR the Company's slate of
director nominees at VISX's Annual Meeting scheduled to be held on May 4,
2001.
ISS is widely recognized as the leading independent proxy advisory firm in
the nation. Their work is relied upon by hundreds of major institutional
investment firms, mutual funds, and other fiduciaries throughout the
country.
In reaching its decision to recommend a vote FOR the five VISX directors
over Carl Icahn and his slate, ISS noted that "[T]he incumbent directors
would be in a far better position to evaluate the terms of an Icahn offer
than the dissident nominees, most of whom have ties to Mr. Icahn or his
companies." ISS went on to point out that "The incumbent board appears to
be fully willing and able to fairly evaluate Mr. Icahn's offer, as well as
any other bids that may arise in competition with the Icahn bid."
In conclusion, ISS stated, "We believe that shareholders would be best
served by the retention of the incumbent directors over the dissident
slate."
Elizabeth Davila, chief executive officer of VISX said, "We are very
pleased that ISS recognizes our efforts to enhance stockholder value and
has recommended that stockholders vote for VISX's director nominees. Like
ISS, we see no benefit to stockholders in electing Carl Icahn and his
nominees."
VISX continues to urge all stockholders to vote for the VISX Board on the
GOLD proxy card. To support the VISX directors, stockholders should vote
their GOLD cards in favor of the VISX slate and discard any proxy card
mailed by the Icahn group. For more information about how to vote for
VISX's slate of director nominees, stockholders can call the Company's
proxy solicitor, MacKenzie Partners, Inc. toll-free at 800-322-2885 or
collect at 212-929-5500.
VISX is the worldwide leader in the development of refractive laser
technology. VISX systems are commercially available in the United States
and markets worldwide.
The foregoing statements are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
are based on management's current expectations and actual results could
differ materially. Additional discussion of factors affecting the Company's
business is contained in the Company's most recent filings with the
Securities and Exchange Commission, including VISX's Annual Report and Form
10-K for the year ended December 31, 2000.
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