Ad-hoc | 28 February 2001 04:25

Ad hoc-Service: Asclepion-Meditec AG AFX_Engl

Ad-hoc Mitteilung übermittelt durch die DGAP. Für den Inhalt der Mitteilung ist allein der Emittent verantwortlich. —————————————————————————— ICON Laser Eye Centers and Asclepion-Meditec finalize terms of strategic initiative ICON to receive 30 latest stage spotscanning MEL 70 G-Scan lasers including customised ablation diagnostic under $ 10.5 million strategic supplier agreement ICON and Asclepion-Meditec AG (Asclepion) have signed a strategic alliance agreement. Under terms of the agreement, which is subject to regulatory approval, Asclepion has agreed to sell to ICON 30 of its MEL70 G- Scan lasers (including customised ablation diagnostic) and has also agreed to lend ICON US$3 million. The agreement provides that ICON will issue an aggregate of US$10.5 million principal amount of secured convertible debentures to Asclepion in connection with the loan and the laser purchases. The secured convertible debentures will accrue interest at the rate of 5% per annum and are convertible, subject to adjustment as is set out in the convertible debentures, into 5 million common shares of ICON. The loan will be secured by a first fixed and floating charge on the assets of ICON and one of its material subsidiaries and ICON’s obligations to Asclepion in respect of the laser purchases will be secured by a first charge on the laser machines. The secured convertible debentures will be repayable in seven years. The agreement provides that ICON will cause its European subsidiaries, for a minimum period of two years, to enter into an exclusive supply arrangement with Asclepion. In addition, ICON, in respect of its Canadian and Mexican operations, will enter into a supply arrangement for a minimum period of two years pursuant to which it will purchase a minimum of 75% (in respect of its Canadian operations) and 50% (in respect of its Mexican operations) of its lasers from Asclepion. Pursuant to the agreement, ICON also grants Asclepion preemptive rights in respect of any additional share issuances and agrees not to issue additional common shares if, as a result of such share issuance, the aggregate number of common shares owned by Asclepion on a fully-diluted basis issuable upon conversion of the debentures would represent less than 11% of ICON’s issued and outstanding common shares (5.5% if ICON acquires 100% of Lasik’s issued and outstanding shares pursuant to the take-over bid). The agreement also provides that Asclepion will be issued one Series A Preference Share which, among other things, will entitle Asclepion to that number of votes as is determined by dividing the aggregate principal amount outstanding under the convertible debentures by US$2.10, subject to adjustment as is set out in the convertible debentures. The Series A Preference Share will entitle Asclepion to nominate one member to ICON’s Board of Directors and vote, separately as a class, to elect one Director of ICON so long as the secured convertible debentures remain outstanding or, if converted into ICON shares, so long as Asclepion continues to beneficially own more than 3% of ICON’s issued and outstanding common shares. Finally, ICON pursuant to the agreement will issue to Asclepion an option entitling Asclepion to purchase up to 1,666,667 common shares of ICON at a purchase price of US $0.60 per share. The option expires on the 90th day following closing of the Asclepion transaction. ICON and Asclepion will run US FDA trials for Asclepion’s lasers at several of ICON’s most experienced clinics in the US. Among its technological advances, Asclepion’s advanced laser system leads the market in the area of custom ablation. Upon FDA approval, ICON has an option of acquiring a one year exclusive supply arrangement with Asclepion in the United States in respect of Asclepion’s MEL 70 G-Scan lasers. Jena, February 28, 2000 Contact Asclepion-Meditec AG Investor Relations: Jens Brajer Tel.: (+49) 3641 65-3968 Fax.: (+49) 3641 65-3448 eMail: jb@asclepion.com Postal Address: Pruessingstrasse 41, D-07745 Jena, Germany Ende der Mitteilung