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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
WESLEY JESSEN VISIONCARE, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
WJ ACQUISITION CORP.
NOVARTIS AG
(NAMES OF FILING PERSONS (OFFERORS))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
PREFERRED SHARE PURCHASE RIGHTS
(TITLE OF CLASS OF SECURITIES)
951018100
(CUSIP NUMBER OF CLASS OF SECURITIES)
ROBERT THOMPSON
WJ ACQUISITION CORP.
NOVARTIS AG
C/O NOVARTIS CORPORATION
608 FIFTH AVENUE
NEW YORK, NY 10020
(212) 307-1122
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
COPY TO:
DAVID W. HELENIAK, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$783,887,758.50 $156,777.56
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $38.50, the per share tender offer price, by
20,360,721, the sum of (i) 17,671,246 currently outstanding shares of
Common Stock sought in the Offer, (ii) outstanding options with respect to
2,677,475 shares of Common Stock and (iii) 12,000 shares of Common Stock
that could be purchased under the Company's employee discount purchase
plans, in each case as of May 23, 2000.
** Calculated as 1/50 of 1% of the transaction value.
[_]Check the box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None Filing Party: Not applicable
Form or Registration No.: Not applicable
Date Filed: Not applicable
[_]Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
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This Tender Offer Statement on Schedule TO (this "Schedule TO") is filed by
WJ Acquisition Corp., a Delaware corporation ("Purchaser") and an indirect
wholly owned subsidiary of Novartis AG, a Swiss corporation ("Parent"). This
Schedule TO relates to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $0.01 per share, including the associated
preferred share purchase rights (together, the "Shares"), of Wesley Jessen
VisionCare, Inc., a Delaware corporation (the "Company"), at a purchase price
of $38.50 per Share, net to the seller in cash, upon the terms and subject to
the conditions set forth in the Offer to Purchase dated June 6, 2000 (the
"Offer to Purchase"), and in the related Letter of Transmittal, copies of
which are attached hereto as Exhibits (a)(1) and (a)(2) (which, together with
any amendments or supplements thereto, collectively constitute the "Offer").
The information set forth in the Offer to Purchase and the related Letter of
Transmittal is incorporated herein by reference with respect to Items 1
through 9 and 11 of this Schedule TO. The Agreement and Plan of Merger, dated
as of May 30, 2000, among Parent, Purchaser and the Company, a copy of which
is attached as Exhibit (d)(1) hereto is incorporated herein by reference with
respect to Items 5 and 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Offer to Purchase, dated June 6, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
(a)(4) and Other Nominees.
(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies
and Other Nominees.
Form of Guidelines for Certification of Taxpayer Identification Number
(a)(6) on Substitute Form W-9.
Summary Advertisement as published in The Wall Street Journal on June
(a)(7) 6, 2000.
(a)(8) Joint Press Release issued by CIBA Vision Corporation, an indirect
wholly owned subsidiary of Parent, and the Company on May 30,
2000. (1)
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among Parent,
Purchaser
and the Company.
(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA Vision
Corporation and the Company.
(g) None.
(h) None.
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(1) Incorporated by reference to the Parent's Schedule TO-C, filed May 30,
2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
2
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After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: June 6, 2000
WJ Acquisition Corp.
By: /s/ Robert Thompson
-----------------------------------
Name: Robert Thompson
Title: Chief Executive Officer
and President
Novartis AG
By: /s/ Urs Barlocher
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Name: Urs Barlocher
Title: General Counsel
By: /s/ Christoph Mader
-----------------------------------
Name: Christoph Mader
Title: Associate General Counsel
3
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EXHIBIT INDEX
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EXHIBIT NO.
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(a)(1) Offer to Purchase, dated June 6, 2000.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
(a)(6) Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(7) Summary Advertisement as published in The Wall Street Journal on June 6, 2000.
(a)(8) Joint Press Release issued by CIBA Vision Corporation, an indirect wholly owned subsidiary of
Parent, and the Company on May 30, 2000. (1)
(b) None.
(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among Parent, Purchaser and the Company.
(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA Vision Corporation and the Company.
(g) None.
(h) None.
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(1)Incorporated by reference to the Parent's Schedule TO-C, filed May 30, 2000.
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