by LENSAR management and reflected in the March LENSAR Projections. This analysis indicated a range of implied per share values of LENSAR Common Stock, after taking into account LENSAR’s net
debt of approximately $15 million as of February 28, 2025 (provided by LENSAR management) and the Black Scholes Value calculated using the methodology prescribed under the Warrant Agreements (based on assumptions
reviewed and approved by LENSAR management and using as including assumed values for LENSAR Common Stock at the endpoints of the derived range indicated by this analysis) of LENSAR’s outstanding
warrants, of $9.89 to $12.53, as compared to the cash consideration of $14.00 per share and the Discounted Consideration Amount of $16.03 per share.
THE MERGER—Material U.S. Federal Income Tax Consequences of the Merger to Holders of Shares of LENSAR Common Stock
| 5. |
The first paragraph under the heading “THE MERGER—Material U.S. Federal Income Tax Consequences of
the Merger to Holders of Shares of LENSAR Common Stock—Tax Consequences to U.S. Holders—Treatment as Open Transaction” on page 79 of the Definitive Proxy Statement is amended as
follows: |
Receipt of the Merger Consideration generally would be treated as an “open transaction”
for U.S. federal income tax purposes if the value of the CVRs cannot be “reasonably ascertained.” If the receipt of the Merger Consideration is treated as an “open transaction” for U.S. federal income tax purposes, a U.S. holder
generally will recognize capital gain or loss upon consummation of the Merger in an amount equal to the difference excess, if any, of between the amount of cash
received as Cash Consideration over and such U.S. holder’s adjusted tax basis in the shares of LENSAR Common Stock converted into the right to receive the Merger Consideration pursuant to the Merger.
A U.S. holder may not be able to recognize loss with respect to such shares of LENSAR Common Stock until the resolution of all contingencies under the CVRs. Gain or loss recognized must be determined separately for each identifiable
block of a holder’s shares of LENSAR Common Stock (i.e., shares of LENSAR Common Stock acquired at the same cost in a single transaction). Any such gain or loss will be long-term capital gain or loss if the shares of LENSAR Common Stock were
held for more than one year prior to such disposition. The deductibility of capital losses is subject to certain limitations.
| 6. |
The second paragraph under the heading “THE MERGER—Material U.S. Federal Income Tax Consequences
of the Merger to Holders of Shares of LENSAR Common Stock—Future Payments on the CVRs—Treatment as Open Transaction” on page 80 of the Definitive Proxy Statement is amended as follows:
|
Under Section 483 of the Code, a portion of any payment due with respect to a CVR more than six months following
the consummation of the Merger may constitute imputed interest taxable as ordinary income. The portion of any CVR payment treated as imputed interest under Section 483 of the Code generally would equal the excess of the amount of the CVR
payment over the present value of such amount as of the consummation of the Merger, calculated using the applicable federal rate as the discount rate. The relevant applicable federal rate generally will be the lower of the lowest applicable federal
rate in effect during the three month period ending with the month that includes the date on which the Merger Agreement was signed or the lowest applicable federal rate in effect during the three month period ending with the month that includes the
date of the consummation of the Merger. The applicable federal rate is published monthly by the IRS. The U.S. holder of a CVR must include in its gross income interest imputed pursuant to Section 483 of the Code using such U.S. holder’s
regular method of accounting for U.S. federal income tax purposes. The portion of the payment pursuant to a CVR that is not treated as interest under Section 483 of the Code generally will be treated as gain additional
consideration from the sale of a capital asset, as discussed above. U.S. holders are urged to consult their own tax advisors regarding the application of the imputed interest rules to the receipt of payments pursuant to a CVR.
Forward-Looking Statements
This Supplement contains
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking
statements, including, without limitation, statements regarding the potential transaction between LENSAR and Alcon. In some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,”
“approach,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “goal,” “intend,” “look,” “may,” “mission,” “plan,”
“possible,” “potential,” “predict,” “project,” “pursue,” “should,” “target,” “will,” “would,” or the negative thereof and similar words and expressions.
Forward-looking statements are based on LENSAR’s management’s current expectations, beliefs and assumptions and on information currently available
to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions.
The following factors could cause actual
results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed Merger may not be completed in a timely manner or at all, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect LENSAR or the expected benefits of the proposed Merger or that the approval of LENSAR’s stockholders is not obtained; (ii) the
failure to realize the anticipated benefits of the proposed Merger; (iii) the possibility that competing offers or acquisition proposals for LENSAR will be made; (iv) the possibility that any or all of the various conditions to the
consummation of the Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals);
(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances which would require LENSAR to pay a termination fee or other expenses; (vi) the effect of the
announcement or pendency of the Merger on LENSAR’s ability to retain and hire key personnel, or its operating results and business generally, (vii) there may be liabilities related to the Merger that are not known, probable or estimable at
this time or unexpected costs, charges or expenses; (viii) the Merger may result in the diversion of management’s time and attention to issues relating to the Merger; (ix) there may be significant transaction costs in connection with
the Merger; (x) legal proceedings may be instituted against LENSAR following the announcement of the Merger, which may have an unfavorable outcome; and (xi) LENSAR’s stock price may decline significantly if the Merger is not
consummated. In addition, a number of other important factors could cause LENSAR’s actual future results and other future circumstances to differ materially from those expressed in any forward-looking statements, including but not limited to
those important factors discussed under the heading “Risk Factors” contained in LENSAR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and LENSAR’s Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2025, each as filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in LENSAR’s other filings with the SEC, accessible on the SEC’s website at
www.sec.gov and the Investor Relations section of LENSAR’s website at https://ir.lensar.com.
All forward-looking statements are expressly qualified
in their entirety by such factors. Except as required by law, LENSAR does not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise. These
forward-looking statements should not be relied upon as representing LENSAR’s views as of any date subsequent to the date of this Current Report.
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