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EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$38.50 NET PER SHARE
BY
WJ ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
NOVARTIS AG
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MONDAY, JULY 3, 2000, UNLESS THE OFFER IS EXTENDED.
June 6, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated June 6, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer") in connection with the offer by WJ
Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect wholly
owned subsidiary of Novartis AG, a Swiss corporation ("Parent"), to purchase
all the shares of common stock, par value $0.01 per share ("Common Stock") of
Wesley Jessen VisionCare, Inc., a Delaware corporation (the "Company"), that
are issued and outstanding, together with the associated preferred share
purchase rights (the "Rights" and, together with the Common Stock, the
"Shares") issued pursuant to the Rights Agreement dated as of November 16,
1999, as amended, between the Company and American Stock Transfer and Trust
Company, as Rights Agent, for $38.50 per share (such amount being the "Per
Share Amount"), net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $38.50 per Share, net to you in cash, without
interest thereon.
2. The Offer is being made for all of the outstanding Shares.
3. The Board of Directors of the Company has unanimously determined that
the Merger Agreement and the transactions contemplated thereby, including
each of the Offer and the Merger, are fair to, and in the best interest of,
the holders of Shares, has approved, adopted and declared advisable the
Merger Agreement and the transactions contemplated thereby, including each
of the Offer and the Merger, and has resolved to recommend that the holders
of Shares accept the Offer and tender their Shares pursuant to the Offer.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JULY 3, 2000, UNLESS THE OFFER IS EXTENDED.
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5. The Offer is conditioned upon, among other things, (i) there having
been validly tendered and not withdrawn prior to the expiration of the
Offer at least the number of Shares that shall constitute 51% of the then
outstanding Shares on a fully diluted basis (including, without limitation,
all Shares issuable upon the conversion of any convertible securities or
upon the exercise of any options, warrants, or rights) and (ii) any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, having expired or been terminated
prior to the expiration of the Offer.
6. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter
of Transmittal, stock transfer taxes with respect to the purchase of Shares
by Purchaser pursuant to the Offer.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. Purchaser is
not aware of any jurisdiction where the making of the Offer is prohibited by
any administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of
the Offer or the acceptance of Shares pursuant thereto, Purchaser will make a
good faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by Lehman Brothers
Inc., as Dealer Manager, or one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US
THE INSTRUCTION FORM CONTAINED IN THIS LETTER. AN ENVELOPE IN WHICH TO RETURN
YOUR INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR
SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN YOUR
INSTRUCTIONS. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE
OFFER.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
BY
WJ ACQUISITION CORP.
AN INDIRECT WHOLLY OWNED SUBSIDIARY OF
NOVARTIS AG
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated June 6, 2000, and the related Letter of Transmittal
(which, together with the Offer to Purchaser and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
WJ Acquisition Corp., a Delaware corporation and an indirect wholly owned
subsidiary of Novartis AG, a Swiss corporation, to purchase all the shares of
common stock, par value $0.01 per share ("Shares"), of Wesley Jessen
VisionCare, Inc., a Delaware corporation, that are issued and outstanding.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Number of Shares To Be
Tendered*:
_______________________ Shares
Dated: ________________ , 2000
SIGN HERE
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SIGNATURE(S)
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PLEASE TYPE OR PRINT NAMES(S)
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PLEASE TYPE OR PRINT ADDRESS
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AREA CODE AND TELEPHONE NUMBER
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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