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EYE » Topics » Alternative #1: Discussions with Shareholders

This excerpt taken from the EYE 8-K filed Jul 27, 2007.

Alternative #1: Discussions with Shareholders

We are enthusiastic about the opportunity to discuss this transaction in detail with our shareholders. After presenting the proposed transaction to our principal shareholders, we would seek to provide you with the evidence of support you desire by the time you mail your proxy statement relating to the Warburg merger. However, our existing confidentiality agreement with you prohibits us from doing so. To gauge their support, we would need a limited waiver from this agreement to provide our shareholders with the information necessary for them to make an informed decision about our proposed transaction. We will need to provide the following information:

 

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the proposed terms and conditions of our proposal;

 

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strategic rationale around the operations of the combined businesses;

 

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the $180 million of annualized cost synergies created through reduced overhead and greater efficiencies that we believe are readily obtainable in the combination of the two companies, based on information you have provided to us to date;

 

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our proposed divestiture strategy and anticipated benefit of such divestitures on the combined company; and

 

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the basis for our belief that the combination will have a significantly positive impact on our future earnings and earnings growth.

We have been advised that information provided to our shareholders will need to be publicly disclosed to comply with securities laws.

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