OAAPage

The following statement was issued by VSP this day:

Rancho Cordova, Calif., August 18, 2008 VSP®, the nation's largest eyecare benefits provider with 55 million members, today acquired Marchon® Eyewear, Inc., one of the industry's largest manufacturers and distributors of quality eyewear and sunwear for $735 million funded in a combination of cash and debt. The acquisition received regulatory approval from the California Department of Managed Care and the Connecticut Department of Insurance.

Under the terms of the agreement, Marchon will become a wholly-owned subsidiary of VSP. Al Berg, Marchon president and CEO, and Larry Roth, executive VP of Marchon, along with the Marchon global team will continue in their current roles. Marchon will operate from its New York-based headquarters as an independent entity within the VSP organization. Altair® Eyewear, the VSP-owned eyewear company, will become a division of Marchon and remain in its Rancho Cordova, Calif., headquarters.

"Bringing together the world-class products and expertise of Marchon with Altair, VSP's for-profit eyewear company, creates an integrated organization that benefits eyecare professionals and their customers," says Rob Lynch, president and CEO of VSP. "Together we will deliver value by focusing on quality and operational excellence."

Marchon manufactures and sells branded and proprietary eyewear and sunwear for such internationally-recognized brands as Calvin Klein, Coach, Emilio Pucci, FENDI, Jil Sander, Karl Lagerfeld, Michael Kors, Nautica, Nike, Oscar de la Renta, Sean John and X Games. Additionally, the company manufactures its own collections of eyewear including products such as Airlock® and Flexon®.

Marchon offers the North American optical industry the most widely-used practice management and electronic medical records software through OfficeMate® Software Solutions. The acquisition merges OfficeMate with VSP's Eyefinity®, the leading Web-based eyecare business management partner, to form the industry's premier eyecare business solutions organization.

As part of the transaction, VSP will also acquire Marchon's 50 percent ownership interest in Eye Designs®, which is a leader in the design of custom interiors and merchandising systems for the optical industry.

"Given the rapidly changing eyecare marketplace, this is a win for Marchon, VSP and the optical industry," Al Berg, president and CEO of Marchon, states. "This merger will help us continue our vision for growth by expanding our products, services and programs to our global customer base."

VSP and Marchon will provide the following offerings to the marketplace:

Vision care benefits and services;

A global distribution channel;

An international portfolio of eyewear brands;

Integrated eyewear design and manufacturing capabilities;

Practice management technology; and,

Custom interior designs and merchandising systems.

VSP Vision Care provides vision insurance benefits to one in every six Americans. Through its network of more than 25,000 private practice eye doctors, VSP delivers full-service eyecare benefits to 55 million members in the United States and Canada. VSP is based in Rancho Cordova, Calif., and has a workforce of 2,400 employees. VSP's total revenue in 2007 was $2.6 billion.

Since its founding in 1983, Marchon has grown into one of the three largest eyewear companies in the world. Headquartered in Melville, N.Y., Marchon has international offices in Amsterdam, Hong Kong and Tokyo. The Marchon sales team and employees number more than 2,500 globally. Marchon's total sales in 2007 exceeded $525 million