Exhibit 99.3
[NYSE LOGO] [COOPER LOGO]
NEWS RELEASE 21062 Bake Parkway
Lake Forest, CA 92630
CONTACT: 888-822-2660
Fax:(949) 597-0662
Norris Battin
The Cooper Companies, Inc.
FOR IMMEDIATE RELEASE
COOPER COMPANIES COMPLETES ACQUISITION OF BIOCOMPATIBLES EYE CARE BUSINESS
Company Issues New Revenue and Earnings Guidance
Conference Call Today at 2 P.M. PST to Discuss Transaction
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LAKE FOREST, Calif., February 28, 2002 - The Cooper Companies, Inc. (NYSE:COO),
announced today that its CooperVision Unit (CVI) has completed the acquisition
of Biocompatibles Eye Care, Inc., the contact lens business of Biocompatibles
plc (LSE: BII).
The purchase price was 'L'68 million (about $97 million) plus a yet
undetermined amount for transaction costs. Cooper paid 'L'24 million cash at
the closing and issued notes to the selling shareholders totaling 'L'44
million. Cooper is currently negotiating an expanded bank credit facility which
it expects to complete in early May. Part of the proceeds will be used to repay
the notes.
Biocompatibles Eye Care (BE), the world's sixth largest contact lens
manufacturer, had worldwide revenue in calendar 2001 of about $70 million, about
70 percent outside of North America. The Proclear line of products, manufactured
with proprietary Phosphorylcholine (PC) technology that helps enhance
tissue-device compatibility, accounts for about 45 percent of revenue. Proclear
lenses are often indicated for patients with mild discomfort relating to dryness
during lens wear, a condition that often causes patients to drop out of lens
wear.
Estimated Results Going Forward
The Company has updated its revenue and diluted earnings per share (EPS)
guidance to include the BE acquisition:
Revenue Diluted EPS
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FY 2002 $310 to $320 million $3.05 to $3.10
FY 2003 $375 to $390 million $3.95 to $4.05
For the second quarter of fiscal 2002 ending April 30, Cooper expects transition
expenses related to the acquisition to reduce EPS by approximately 11 cents, and
expects that the transaction will be cumulatively neutral to EPS for
the eight month period ending October 31, 2002 and accretive thereafter. In
2003, BE is expected to contribute about 50 cents per share to Cooper's earnings
and 79 cents in 2004.
CVI expects to achieve these results primarily by eliminating duplicate
operating expenses and rationalizing manufacturing operations, and expects that
these actions will yield cost savings in excess of $11 million annually after an
initial integration period of four to five months. Following an 18-month
transition period, CVI's annualized operating margin is expected to return to
its current level of about 30 percent annually.
Biocompatibles Eyecare is expected to add about $45 million to CVI's worldwide
revenue in the eight months of 2002 following the acquisition and $75 million in
2003, following selected product and market rationalization. This includes the
discontinuation of obsolete and unprofitable products with about $5 million of
revenue beginning immediately. In addition to continued strong growth in the
Proclear product line, CVI expects to generate incremental revenue by
introducing the CVI product line through BE's overseas businesses.
BE brings three important strategic benefits to CooperVision:
o The Proclear family of soft contact lenses that are FDA cleared to be
used by patients with dry eyes complements CVI's strategy of growing
its market share by entering and developing profitable specialty
segments of the contact lens market. In the United States, CVI is the
leading manufacturer of toric lenses for astigmatism and has recently
entered the cosmetic and multifocal segments of the specialty market.
In the United States, specialty lenses account for about 45 percent of
contact lens revenue-about $505 million--and about 25 percent
worldwide--about $770 million, growing at more than twice the rate of
the total market.
o BE will augment CVI's rapidly growing business outside the United
States, particularly in Europe. With the completion of the
acquisition, CVI's annual European revenue will approach $100 million
through subsidiaries in Italy, Sweden, Spain, France, Holland and the
United Kingdom.
o BE has extended wear and daily disposable lens research programs that
longer term could allow CVI to enter these market segments with
proprietary lens designs.
Biocompatibles Eyecare Background
Biocompatibles Eyecare, the world's sixth largest contact lens supplier, uses
its proprietary phosphorylcholine technology in the manufacture of its products.
Phosphorylcholine, a substance present in the cell membrane of red blood cells
and the primary natural material responsible for biocompatibility, combined with
the unique polymer omafilcon A, form the basis of BE's leading products. Medical
devices made from phosphorylcholine materials have been demonstrated to
significantly reduce the incidence of adverse interactions with body fluids such
as blood and tear film.
BE's Proclear family of soft contact lenses includes the Proclear Compatibles
monthly replacement sphere and toric lenses, the Proclear conventional six-month
planned replacement lens and the Proclear Tailor Made Toric, a custom toric
product that complements CVI's leading toric market position. Including the
toric business of Biocompatibles, CVI's worldwide toric sales in 2002 will
exceed $115 million or 33 percent of the world market.
In North America, CVI plans to continue Biocompatible's practitioner-oriented
marketing approach with the Proclear monthly product line.
Proclear lenses are the only contact lenses to have received clearance from the
U.S. Food and Drug Administration with the claim that the lenses "may provide
improved comfort for contact lens wearers who experience mild discomfort
relating to dryness during lens wear." CVI estimates that over 50 percent of
contact lens wearers may eventually suffer from dry eye symptoms.
When theses symptoms occur, wearing time is reduced, causing some patients to
give up wearing lenses altogether. Next to visual acuity, comfort is the most
important feature in determining contact lens selection. More detailed
information about the Proclear product line is available at www.Proclear.com.
BE had worldwide revenue in 2001 of about $70 million. The Proclear product
line, which grew about 20 percent in 2001, accounts for about 45 percent of BE's
worldwide revenues and will account for more than 50 percent in 2002. Products
acquired from International Hydron in March 2000, a line of non-PC soft planned
replacement sphere and toric lenses and a line of conventional soft contact
lenses, comprise the rest of the product line. Revenue for these products
declined about 10 percent in 2001. Some of these are outmoded and unprofitable
and will be eliminated.
About 70 percent of BE's sales are outside of North America with about 20
percent coming from the United Kingdom, 45 percent from the rest of Europe and
the remainder from the rest of the world.
BE currently manufacturers its products in Norfolk, Va., Farnborough, United
Kingdom, Adelaide, Australia and Madrid, Spain.
Conference Call
Cooper will hold a conference call today at 2 P.M. Pacific Standard Time to
discuss the transaction. To access the live call, dial 1-800-310-1961. A replay
will be available approximately one hour after the call and remain available for
five days at 1-888-203-1112. The access code is 764978 for both the live call
and the replay. The call will also be broadcast live on the Cooper Companies'
Web site, www.coopercos.com and at www.bestcalls.com and www.streetevents.com.
Forward-Looking Statements
Some of the information included in this news release contains "forward-looking
statements" as defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements regarding anticipated growth
in our revenue, anticipated market conditions and results of operations. To
identify forward-looking statements look for words like "believes," "expects,"
"may," "will," "should," "seeks," "intends," "plans," "estimates" or
"anticipates" and similar words or phrases. Discussions of strategy, plans or
intentions often contain forward-looking statements. These, and all
forward-looking statements, necessarily depend on assumptions, data or methods
that may be incorrect or imprecise.
Events, among others, that could cause actual results and future actions to
differ materially from those described in forward-looking statements include
major changes in business conditions, a major disruption in the operations of
our manufacturing facilities, new competitors or technologies, the impact of an
undetected virus on our computer
systems, acquisition integration delays or costs, foreign currency exchange
exposure, investments in research and development and other start-up projects,
dilution to earnings per share from acquisitions or issuing stock, regulatory
issues, changes in tax laws, significant environmental cleanup costs above those
already accrued, litigation costs including any related settlements, cost of
business divestitures, the requirement to provide for a significant liability or
to write off a significant asset, changes in accounting principles or estimates,
and other factors described in our Securities and Exchange Commission filings,
including the "Business" section in our Annual Report on Form 10-K for the year
ended October 31, 2001. We caution investors that forward-looking statements
reflect our analysis only on their stated date. We disclaim any intent to update
them except as required by law.
Corporate Information
The Cooper Companies, Inc. and its subsidiaries develop, manufacture and market
specialty healthcare products. Corporate offices are located in Lake Forest and
Pleasanton, Calif. A toll free interactive telephone system at 1-800-334-1986
provides stock quotes, recent press releases and financial data. The Cooper
Companies' World Wide Web address is www.coopercos.com.
CooperVision, Inc., markets a broad range of contact lenses for the vision care
market. Headquartered in Lake Forest, Calif., it manufactures in Huntington
Beach, Calif., Rochester, N.Y., Norfolk, Va., Adelaide, Australia, Farnborough
and Hamble, England, Madrid, Spain and Toronto. Its Web address is
www.coopervision.com.
CooperSurgical, Inc., with operations in Trumbull, Conn., Hollywood, Fla.,
Malmo, Sweden, Montreal and Berlin, markets diagnostic products, surgical
instruments and accessories for the gynecological market. Its Web address is
www.coopersurgical.com.
Trademarks of The Cooper Companies, Inc., and its affiliates are italicized.
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