NEWS [BAUSCH & lOMB LOGO]
ONE BAUSCH & LOMB PLACE
ROCHESTER, NY 14604-2701
For further information contact:
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Holly Houston Judith Wilkinson
716-338-8064 office Joele Frank, Wilkinson Brimmer Katcher
800-405-5314 pager 212-355-4449 ext. 112
716-473-7104 home
BAUSCH & LOMB PROPOSES TO ACQUIRE SPECIALTY CONTACT LENS MAKER,
WESLEY JESSEN VISIONCARE, INC. FOR $34 PER SHARE IN CASH
Proposal is superior to Wesley Jessen's
recently announced merger with Ocular Sciences
FOR RELEASE THURSDAY, MARCH 23, 2000
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ROCHESTER, N.Y. - Bausch & Lomb (NYSE:BOL), the preeminent global
technology-based healthcare company for the eye, has announced that it has sent
a letter this morning to Wesley Jessen Chairman, President and Chief Executive
Officer Kevin Ryan, proposing to acquire Wesley Jessen VisionCare, Inc.
(Nasdaq:WJCO) for $34 per share in cash, for an equity value of approximately
$600 million. This cash price represents a premium of 37 percent over
yesterday's closing price for the Des Plaines, Illinois-based company's common
stock. The transaction is expected to be accretive to Bausch & Lomb's earnings
per share in 2001 and is not subject to any financing contingencies.
"The strategic and financial advantages of combining our two companies are
too compelling to ignore," said Bausch & Lomb Chairman and Chief Executive
Officer William M. Carpenter. "The acquisition will enhance our vision care
business by adding the strongest cosmetic tinted contact lens franchise to what
is already the industry's broadest portfolio of world-class contact lens
products.
"Bausch & Lomb will greatly expand the global reach of Wesley Jessen's
products, while Wesley Jessen will strengthen Bausch & Lomb's U.S. business,"
Carpenter continued. "Our offer is clearly superior and more beneficial to
Wesley Jessen shareholders than the proposed no-premium merger between Wesley
Jessen and Ocular Sciences."
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THE FULL TEXT OF THE LETTER IS AS FOLLOWS:
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March 23, 2000
Mr. Kevin Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Dear Kevin:
As I am sure you can appreciate, we at Bausch & Lomb were surprised and
disappointed to read in the news on Monday morning that Wesley Jessen had
entered into an at-market transaction with Ocular Sciences. In light of our
discussions over the past few weeks with you and the clear willingness we
demonstrated to pay a substantial premium to the shareholders of Wesley
Jessen, we fail to understand why you would enter into a business
combination transaction without any premium to the shareholders of Wesley
Jessen, rather than a transaction with Bausch & Lomb which not only makes
greater business sense for your company but offers vastly superior
economics to your shareholders.
Based upon the persuasive business rationale for combining our companies
and on the exciting synergy opportunities presented, both of which you and
your team embraced emphatically at our meeting on February 28, 2000, we
have concluded that the strategic and financial advantages of combining our
two companies are too compelling to ignore. We believe that the interests
of every Wesley Jessen constituency would be enhanced by a transaction with
Bausch & Lomb: your shareholders would obtain the best possible price for
their shares in the company, your customers would reap the benefits of our
complementary product offerings and heightened efficiencies, and your
business partners, suppliers and the communities you support would enjoy a
continued and strengthened relationship with a stronger, dynamic and
creative company, a proven global leader in the vision care field. In
addition, we have developed great respect for your management, and believe
that the management teams and employees of both of our companies will have
the opportunities and benefits associated with being part of a larger,
stronger and more diversified company.
Accordingly, Bausch & Lomb is offering to acquire Wesley Jessen in a cash
transaction in which your shareholders would receive $34.00 in cash for
each share they own, or approximately $600 million in total consideration.
This price represents approximately a 37% premium to Wesley Jessen's
current share price. We believe that this is a full and fair price that
fairly reflects the benefits to be obtained from a combination of our
businesses and presents a unique and compelling opportunity for the
shareholders of Wesley Jessen. We have discussed this proposal with our
Board of Directors and have their enthusiastic support.
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Given Bausch & Lomb's strong financial condition, the proposed transaction
would not be subject to any financing contingencies. In addition, we are
highly confident that a Bausch & Lomb/Wesley Jessen transaction would be
pro-competitive because the combined company could offer a broader line of
products on a cost-effective basis and would therefore be a stronger
competitor in a highly competitive global market. As a result, we strongly
believe that our transaction can be completed and the $34.00 per share in
cash delivered to your shareholders on at least as timely a basis as a
Ocular Sciences deal.
We are convinced that the combination of our companies would provide the
best possible transaction for you with the most attractive premium for your
shareholders. It is our strong preference to negotiate a transaction that
has the support of your Board of Directors. Given the clear superiority of
our offer to the proposed Ocular Sciences transaction, we would like to
meet with you and your advisors as soon as possible to finalize a
definitive agreement between our companies.
We are committed to bringing a mutually beneficial Bausch & Lomb/Wesley
Jessen combination to a successful conclusion and would be willing to
discuss any aspect of our proposal with you.
Sincerely,
/s/ William M. Carpenter
WMC:lm
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Bausch & Lomb has retained Warburg Dillon Read LLC to act as its financial
advisor and Wachtell, Lipton, Rosen & Katz as counsel.
# # #
CF10-0300
Investor Relations Contact:
Angela Panzarella
716-338-6025 office
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This release contains some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any further disclosures we make on related subjects in our 10-Q, 8-K
and 10-K reports to the SEC.
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Bausch & Lomb Incorporated is the preeminent global technology-based healthcare
company for the eye, dedicated to helping consumers SEE, LOOK and FEEL better
through innovative technology and design. Its core businesses include soft and
rigid gas permeable contact lenses, lens-care products, ophthalmic surgical and
pharmaceutical products. The company is advantaged with some of the most
respected brands in the world starting with its name, Bausch & Lomb(R), and
including SofLens66(TM), PureVision(TM) Boston(R), ReNu(R), and Storz(R).
Founded in 1853 in Rochester, N.Y., where it continues to have its headquarters,
the company has pro-forma annual revenues of approximately $1.8 billion and
employs approximately 12,000 people in 35 countries. Bausch & Lomb products are
available in more than 100 countries around the world. Additional information
about the company can be found on Bausch & Lomb's Worldwide Web site at
http://www.bausch.com.