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Subsequent Events
12 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]  
Subsequent Events
Note 17
Subsequent Events:
 
On February 13, 2014, the Company, LCA-Vision Inc. (NasdaqGS: LCAV), a Delaware corporation (“LCA”), and Gatorade Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) under which the Company has agreed to acquire LCA. Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions therein, Merger Sub will be merged with and into LCA (the “Merger”), with LCA surviving as a wholly-owned subsidiary of the Company.
 
At the effective time of the merger, each outstanding share of LCA common stock (other than dissenting shares, treasury shares, any shares owned by the Company and its subsidiaries, and shares owned by a subsidiary of LCA) will be cancelled, and the shareholders will receive $5.37 in cash, without interest. Immediately prior to the effective time of the Merger, each outstanding option to acquire common stock granted under any LCA equity incentive plan, whether vested or exercisable, that is outstanding will be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of $5.37 over the per share exercise price of the option multiplied by (ii) the total number of shares of common stock subject to the option. Also immediately prior to the effective time of the Merger, each outstanding share of restricted stock unit award or other right to receive common stock granted under any LCA equity incentive plan, whether vested or exercisable, will be cancelled and converted into the right to receive $5.37 per share in cash, without interest. The $5.37 per ownership interest price represents a premium of 34% over the closing price of LCA common stock on February 12, 2014, or an approximate purchase price of $106.4 million for all LCA stock and equity instruments described above.
 
The Company intends to fund this transaction through a new $85 million senior secured credit facility including a $10 million revolving credit facility and a $75 million four-year term loan, as well as through existing cash balances. However, the Merger is not conditioned upon the Company receiving such financing.
 
The Merger Agreement contains customary representations, warranties and covenants by both the Company and LCA. The parties’ obligations to complete the Merger are contingent upon customary closing conditions, including the approval of the Merger and the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of LCA common stock, and the expiration or termination of the applicable Hart-Scott-Rodino Antitrust Improvements Act waiting period. The boards of directors of both the Comapny and LCA have voted unanimously in favor of the transaction, which is expected to close in the second quarter of 2014.  
 
The Merger Agreement also contains a 30-day “go-shop” period, which runs from the date of the Merger Agreement through March 15, 2014 (the “Go-Shop Period”). During this period, LCA may initiate or solicit alternative proposals from third parties for the sale of LCA (“Alternative Proposals”). However, starting on March 16, 2014, LCA will become subject to customary “window-shop” restrictions on its ability to solicit and act with regard to Alternative Proposals, although LCA may continue to engage in negotiations with third parties that submitted Alternative Proposals during the Go-Shop Period or respond to an unsolicited Alternative Proposal under certain circumstances.
 
The Merger Agreement includes defined termination rights for both the Company and LCA. Under certain specified circumstances, LCA is entitled to terminate the Merger Agreement to accept an Alternative Proposal. The Merger Agreement includes a termination fee of approximately $3.2 million, plus up to $1 million in expenses, payable under certain specified circumstances, including if LCA terminates the Merger Agreement in order to enter into a definitive agreement with an alternative buyer, if the Company terminates the Merger Agreement for LCA’s board of directors' failure to reaffirm its recommendation of the transaction with the Company, or as a result of LCA’s uncured breach of representations, warranties and covenants in the Merger Agreement.