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Filed by Wesley Jessen VisionCare, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company:
Wesley Jessen VisionCare, Inc.
Commission File No. 0-22033
On April 24, 2000, Wesley Jessen VisionCare, Inc. issued the following press
release. To the extent that the press release constitutes tender offer
materials, the safe harbor provisions of the Private Securities Reform Act of
1995 (the "Safe Harbor Provisions") are not applicable. To the extent that the
press release constitutes soliciting materials, the Safe Harbor Provisions have
not been judicially determined to be applicable.
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[LOGO OF WESLSEY JESSEN]
Press Release
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Contact: George Sard/David Reno/Tina Johnson
Sard Verbinnen & Co.
(212) 687-8080
WESLEY JESSEN COMMENCES DISCUSSION WITH THIRD PARTY
RELATING TO POSSIBLE TRANSACTION
______________________________________________
DES PLAINES, IL, April 24, 2000 - Wesley Jessen VisionCare, Inc. (NASDAQ:
WJCO), the world's leading manufacturer of specialty soft contact lenses, today
announced that it has commenced discussions with a third party relating to a
possible transaction involving Wesley Jessen. Wesley Jessen is the subject of a
hostile tender offer by Bausch & Lomb, Inc. (NYSE: BOL) and is a party to a
merger agreement with Ocular Sciences, Inc. (NASDAQ: OCLR). Wesley Jessen's
preliminary discussions with the third party are being conducted with the
consent of Ocular Sciences.
Wesley Jessen previously disclosed that its Board has instructed its
management and advisors to hold discussions with Bausch & Lomb with the
objective of eliciting Bausch & Lomb's best proposal. Wesley Jessen stated that
any improved acquisition proposal from Bausch & Lomb would be evaluated in
comparison to the significant shareholder value that the Wesley Jessen Board
believes could be achieved in a transaction with Ocular Sciences.
The Wesley Jessen/Ocular Sciences merger agreement remains in full force and
effect. Any actions taken by the Wesley Jessen Board will be consistent with
this agreement.
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
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premium lenses, which offer value-added features such as protection from
ultraviolet light.
# # #
SAFE HARBOR STATEMENT
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. References made in the foregoing, in particular, statements
regarding the proposed business combination between WJ and OSI are based on
management's current expectations or beliefs and are subject to a number of
factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In particular, the
following factors, among others, could cause actual results to differ materially
from those described in the forward-looking statements: inability to obtain, or
meet conditions imposed for, governmental approvals, the stockholders of either
WJ or OSI fail to approve the business combination; costs related to the
business combination; the risk that the WJ and OSI businesses will not be
integrated successfully; and other economic, business, competitive and/or
regulatory factors relating to WJ's or OSI's business generally. WJ and OSI are
under no obligation to (and expressly disclaim any such obligation to) update or
alter their forward-looking statements whether as a result of new information,
future events or otherwise.
For a detailed discussion of these and other cautionary statements, please refer
to WJ's filings with the Securities and Exchange Commission (the "Commission"),
especially in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Risk Factors" sections of WJ's Form S-3
Registration Statement (Commission File No. 333-79293), which became effective
in June 14, 1999. In addition, please refer to OSI's filings with the
Commission, especially the information set forth under the heading "Factors That
May Affect Future Results" in OSI's Quarterly Report on Form 10-Q for the
quarterly period ending September 30, 1999.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
A joint proxy statement/prospectus will be filed by Wesley Jessen VisionCare,
Inc. ("WJ") and Ocular Sciences, Inc. ("OSI") with the Commission as soon as
practicable. WE URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE COMMISSION, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free
copy of the joint proxy statement/prospectus (when available) and other
documents filed by WJ and OSI with the Commission at the Commission's web site
at www.sec.gov. The joint proxy statement/prospectus and other documents filed
with the Commission by WJ may also be obtained for free from WJ by directing a
request to Wesley Jessen VisionCare, Inc., 333 East Howard Avenue, Des Plaines,
IL 60018, telephone: (847) 294-3000. In addition, the joint proxy statement/
prospectus and other documents filed with the Commission by OSI may be obtained
for free from OSI by directing a request to Ocular Sciences, Inc., 475 Eccles
Avenue, South San Francisco, California 94080, telephone: (650) 583-1400.
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WJ and its officers and directors may be deemed to be participants in the
solicitation of proxies from WJ's stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding such officers and
directors is included in WJ's Current Report on Form 8-K, dated March 21, 2000.
This document is available free of charge at the Commission's web site at
http://www.sec.gov and from WJ at the address set forth above. OSI and its
officers and directors may be deemed to be participants in the solicitation of
proxies from stockholders of OSI with respect to the transactions contemplated
by the merger agreement. Information regarding such officers and directors is
included in OSI's Proxy Statement for its 1999 Annual Meeting of Stockholders
filed with the Commission on April 26, 1999. This document is available free of
charge at the Commission's web site at http://www.sec.gov and from the OSI at
the address set forth above.
