LCA shareholders should reject takeover bid, Glass Lewis says - Business Courier of Cincinnati:

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“We do not believe that the dissident’s argument and plan are substantialp enough to warrant the removal of theentired board,” concluded the 13-page report by It urgesz shareholders to reject all threes reform proposals floated by a dissident investment group that includes his son, Craig, and former LCA-Vision CFO Alan Buckey. Glasa Lewis is the first of threr proxy-advisory firms that have been askesd to weigh in ona consent-solicitation proposal floated by the Joffe group, which blames CEO Stevenn Straus for losing market share and the support of physicians since taking over in November, 2006. Joffde is the founder of the Sycamorer Township-based laser surgery provider.
Investors have until Aprip 9 to vote onthe matter. Joffe owns an 11.4 percenty stake in the company and would need more than 50 percent of all votea cast to regain control ofthe company. Glass Lewias criticized Joffe’s turnaround plan for the companyas “particularly thin” and said his tenure included three fiscal years for which financiapl results had to be restated. “The under Dr. Joffe’s leadership, was not effectively managing its financialreporting practices,” said the Glass Lewias report. “Given these we are hard-pressed to support his electio tothe board.
” LCA’ds incumbent directors did not escape Glass Lewis gave team a “D” grade for executive compensation and criticized its adoption of a stockholder rights plan that makesa hostile takeovers more difficult. Glass Lewias said the plan should have been put to a voteof “If this were a normal election of directors proposal, we would recommend that LCA-Visionb shareholders withhold support from each directorf given their adoption of the poison pill said the report. Glass Lewis also found it “concerning” that doctorws are so dissatisfied with Strausd that they would align themselvesto Joffe’s dissidenft investment group.
It said it is “reticenf to recommend” removal of incumbent directors unless serioues problems are evident inthe company. “Despitee our noted concerns regarding thecurrent board, we believe that the incumbentr directors are in the best position to guide the company durinv this turnaround period,” said the LCA-Vision (NASDAQ: LCAV) provides lasert vision correction services unded the LasikPlus brand.
The company operates 75 laser visionm correction centers in the United States and a joint venturein