To the Shareholders of Laserscope:
Exhibit (a)(2)
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June 14, 2006
To the Shareholders of Laserscope:
I am pleased to inform you that Laserscope, American Medical
Systems Holdings, Inc. (“AMS”) and Xxxxxx Merger Corp.
(“Purchaser”) have entered into an Agreement and Plan
of Merger, dated as of June 3, 2006 (the “Merger
Agreement”), pursuant to which Purchaser has commenced a
cash tender offer to purchase all of the outstanding shares of
common stock of Laserscope at a price of $31.00 per share
(the “Offer”). Under the Merger Agreement, the Offer
will be followed by the merger of Purchaser with and into
Laserscope with any remaining shares of Laserscope (other than
shares owned by AMS, Purchaser or Laserscope and shares held by
shareholders that have properly exercised their dissenters’
appraisal rights under California law) being converted into the
right to receive $31.00 per share in cash (the
“Merger”). The Offer is conditioned upon, among other
things, there being validly tendered and not properly withdrawn
prior to the expiration of the Offer such number of shares which
represent at least 90% of those shares which are currently
outstanding or which may be issued upon the exercise of certain
options.
The Board of Directors of Laserscope has unanimously:
(a) determined the Merger Agreement and the transactions
contemplated by the Merger Agreement, including the Offer and
the Merger, to be advisable and in the best interests of
Laserscope and its shareholders; (b) approved and adopted
the Merger Agreement and the transactions contemplated by the
Merger Agreement, including the Offer and the Merger, and the
shareholder agreements entered into in connection with the
Merger Agreement; (c) determined that it was in the best
interests of Laserscope and its shareholders to enter into the
Merger Agreement and consummate the Offer and the Merger on the
terms and conditions set forth in the Merger Agreement; and
(d) recommended that Laserscope shareholders accept the
Offer and, to the extent shareholder action is required by
applicable law, approve and adopt the Merger Agreement and the
transactions contemplated thereby.
In arriving at its recommendations, the Board of Directors gave
careful consideration to a number of factors described in the
attached Schedule 14D-9 relating to the Offer, including
the opinion received from Xxxxxxx, Xxxxx & Co., that,
subject to the factors and assumptions set forth therein, the
price of $31.00 per share in cash to be received by the
holders of Laserscope’s shares in the Offer and the Merger
pursuant to the Merger Agreement is fair from a financial
point of view to such holders.
In addition to the attached Schedule 14D-9, also enclosed
is the Offer to Purchase, dated June 14, 2006, of Purchaser
and a Letter of Transmittal to be used for tendering your
shares. These documents set forth the terms and conditions of
the Offer and provide instructions as to how to tender your
shares. We urge you to read the enclosed materials carefully.
| Sincerely, | |
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| Xxxx X. Xxxxxx | |
| President and Chief Executive Officer |
