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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
WESLEY JESSEN VISIONCARE, INC.
(Name of Subject Company)
WESLEY JESSEN VISIONCARE, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
951018 10 0
(CUSIP Number of Class of Securities)
EDWARD J. KELLEY
CHIEF FINANCIAL OFFICER
WESLEY JESSEN VISIONCARE, INC.
333 EAST HOWARD AVENUE
DES PLAINES, ILLINOIS 60018-5903
(847) 294-3000
(Name, address and telephone number of person authorized to receive notice
and communications on behalf of person filing statement)
X Check the box if the filing relates solely to preliminary communications
-- made before the commencement of a tender offer.
With copies to:
Rodger Aaron, Esq. Dennis M. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Kirkland & Ellis
Four Times Square 200 East Randolph Drive
New York, New York 10036 Chicago, Illinois 60601
(212) 735-3000 (312) 861-2000
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WESLEY JESSEN
PRESS RELEASE
CONTACT: George Sard/David Reno/Tina Johnson
Sard Verbinnen & Co.
(212) 687-8080
WESLEY JESSEN BOARD REJECTS UNSOLICITED
BAUSCH & LOMB PROPOSAL
Reaffirms Commitment to Accretive Strategic Merger With Ocular Sciences
______________________________________________
DES PLAINES, IL, MARCH 30, 2000 - Wesley Jessen VisionCare, Inc. (NASDAQ:
WJCO), the world's leading manufacturer of specialty soft contact lenses, today
announced that its Board of Directors has unanimously rejected an unsolicited
proposal by Bausch & Lomb, Inc. (NYSE: BOL) to acquire Wesley Jessen for $34 per
share in cash.
The Board stated that the Company is not for sale and remains firmly
committed to its pending strategic merger with Ocular Sciences, Inc. (NASDAQ:
OCLR), which it believes will create substantial shareholder value. The Board
noted that Wesley Jessen traded at $40 per share less than three months ago and
that many analysts had stand-alone price targets of $40 or more even before the
accretive Ocular Sciences merger was announced. The Board determined that the
Bausch & Lomb proposal was not superior to the Ocular Sciences merger.
Kevin J. Ryan, Chairman, President and CEO of Wesley Jessen, said: "It is
clear that Bausch & Lomb's proposal woefully undervalues Wesley Jessen. We have
had great success in rapidly growing market share and profits in a business
dominated by multinational healthcare giants. Over the past four years, Wesley
Jessen has been the most aggressive company in the industry in new product
introductions. Sales of our specialty soft lenses have consistently outpaced
the broader contact lens market by wide margins."
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Ryan continued: "Our merger with Ocular is a textbook case of a perfect
strategic fit with the potential to create substantial long-term value for our
shareholders. Combining our complementary strengths, this merger will create
the second largest soft-lens company and the only full-line global competitor in
the contact lens industry. We will have greater scale and resources to compete
globally, while retaining the nimbleness and focus to continue to capture market
share. We have already identified $30 million of synergies and expect EPS
accretion of $0.35-0.38 per share in 2001. This merger will also enable us to
accelerate product launch timetables and address a broader array of
opportunities together than either company could have on its own. It gives both
companies exciting opportunities to expand sales of their complementary products
to one another's wearer bases and broaden distribution of Ocular's lenses
through Wesley Jessen's global direct sales force."
Wesley Jessen VisionCare, Inc. is the leading worldwide developer,
manufacturer and marketer of specialty contact lenses. Its products include
cosmetic lenses, which change or enhance the wearer's eye color, toric lenses,
which correct astigmatism, and premium lenses, which offer value-added features
such as protection from ultraviolet light.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This news release contains certain forward-looking statements, including among
other things, statements regarding each company's results of operations and
expected synergies and other benefits of the combination. These forward looking
statements are based on current expectations, and actual results may differ from
anticipated future events or results. Except for historical information,
matters discussed in this news release which are forward-looking statements are
subject to certain risks and uncertainties including, but not limited to, the
uncertainties relating to the continued growth of worldwide specialty contact
lens markets, timely production of lens products, the acceptance of new products
as well as other risks indicated from time-to-time in the Company's filings with
the Securities and Exchange Commission. The Company assumes no obligation to
update or supplement forward-looking statements that become untrue because of
subsequent events.
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