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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 10, 2000, Wesley Jessen Visioncare, Inc. issued the following press
release.
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Wesley Jessen
Press Release
CONTACT: WESLEY JESSEN VISIONCARE, INC. SARD VERBINNEN & CO.
Kevin Ryan, Chairman & CEO George Sard/David Reno/Tina Johnson
Edward Kelley, CFO (212) 687-8080
(847) 294-3000
WESLEY JESSEN EXPECTS TO EXCEED CONSENSUS ANALYST EPS ESTIMATES FOR FIRST
QUARTER 2000
Will Report Highest Quarterly Revenues in Company History
______________________________________________
DES PLAINES, IL, APRIL 10, 2000 - Wesley Jessen VisionCare, Inc. (NASDAQ:
WJCO), the world's leading manufacturer of specialty soft contact lenses, today
announced that it expects to report diluted earnings per share of $0.43 to $0.44
for the first fiscal quarter ending April 1, 2000. The current consensus
analyst estimate is $0.41 per share. Wesley Jessen also said that first quarter
revenues are expected to exceed $81 million, the highest in the Company's
history and an increase of approximately 7% versus revenues in the 1999 first
quarter. This 7% growth rate is more than triple the comparable year-over-year
growth rate in the fourth quarter of 1999.
Kevin J. Ryan, Chairman, President and CEO of Wesley Jessen, said: "Our
strong performance has been fueled by continued rapid growth in sales of
disposable lenses, which increased by more than 20% compared to the year-ago
quarter."
Ryan added that Wesley Jessen's pending strategic merger with Ocular
Sciences, Inc. (NASDAQ: OCLS) is expected to accelerate the Company's revenue
growth rate to double digits and deliver EPS accretion of $0.35-0.38 per share
in 2001, leading to EPS growth in excess of 30% in that year.
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
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.
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
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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.
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