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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 Companies:
Wesley Jessen VisionCare, Inc.
Commission File No. 0-22033
Ocular Sciences, Inc.
Commission File No. 0-22623
The following are slides that were first used on April 3, 2000, by Wesley
Jessen VisionCare, Inc. ("WJ") in making presentations to certain stockholders
relating to the pending merger between WJ and Ocular Sciences, Inc.("OSI"):
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[Wesley Jessen Logo Appears Here]
WESLEY JESSEN
OCULAR SCIENCES MERGER
Creating a New World Class Competitor
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2 MID-TIER COMPETITORS WITH UNIQUE STRENGTHS
WJ Specialty Lens Leader + OSI CHANNEL BRANDING LEADER = #2 Global Player
Only Global Full Line Company
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STRATEGIC RATIONALE
- - Creates Only Global Full Line Competitor
- - #2 Soft Lens Company with Significant Scale
- - Opportunity to Leverage Wesley Jessen's Large Global Direct Sales Force to
Expand OSI Penetration
- - Opportunity to Cross-Sell Wearer Bases (e.g. Color and Clear)
- - Operational Synergies
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FINANCIAL RATIONALE FOR MERGER
- - Accretive in First Full Year to WJCO Projected EPS
- - Expected 2001 EPS Accretion of Approximately $0.35 - $0.38
- - Accelerates Revenue Growth Rate to Double Digits
- - Combined (1999) Sales of Nearly $500 Million
- - Combined Market Equity Value of Nearly $1 Billion
- - Significantly Broadens Stock Liquidity
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WESLEY JESSEN / OCULAR SCIENCES MERGER TERMS
- - Stock for Stock Merger
- - Fixed Exchange Ratio: 0.7211 WJCO Shares per OCLR Share
- - Tax-free, Pooling of Interests Accounting
- - WJ to Issue Approximately 16.93 Million New Shares -- 36.35 Million WJ Shares
Outstanding, Pro Forma
- - Closing Expected Late 2Q00
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WESLEY JESSEN MANAGEMENT AND BOARD, POST MERGER
- - SENIOR MANAGEMENT:
-- John Fruth, Non Executive Chairman of the Board
-- Kevin Ryan, President and CEO
-- Ed Kelley, CFO
- - BOARD OF DIRECTORS:
-- 5 Current WJCO Directors
-- 4 Current OCLR Directors
- - HEADQUARTERS: Des Plaines, IL
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COMPETITIVE STRENGTHS
WJ OSI
-- ---
- - Dominant Position in Cosmetic - #2 Weekly Disposable in U.S.
Lenses with Patent Protection
- - Consumer Brand Equity: - Preferred Lens Design
Freshlook and Durasoft
- - Large Direct Salesforce - Channel Branding Strategy
- - Broad Line Including - Cost Efficient Manufacturing Capability
Therapeutic Specialty Lenses
- - New Product Portfolio - Daily Disposable Entry
- - Leader in Made-to-Order Lenses - New Product Portfolio
- - Deep Management Team
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1999 REVENUE - GEOGRAPHIC MIX
$ MILLION
WJ -- $311.7
International -- $126.7
41%
U.S. -- $185.0
59%
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1999 REVENUE - GEOGRAPHIC MIX
$ MILLION
WJ OSI
$311.7 $176.0
INTERNATIONAL $126.7 $47.0
41% 27%
U.S. $185.0 $129.0
59% 73%
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1999 REVENUE - GEOGRAPHIC MIX
$ MILLION
WJ OSI COMBINED
$311.7 $176.0 $487.7
International $126.7 $47.0 $173.7
41% 27% 36%
U.S. $185.0 $129.0 $314.0
59% 73% 64%
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1999 WORLDWIDE MARKET SHARE AND RANKING BY GEOGRAPHY
% of Manufacturer Sales
(excluding OEM) Rank
------------------------ ----
WJ WJ
-- --
U.S. 15.3% 3
INTERNATIONAL 7.9% 4
TOTAL 11.2% 4
Source: WJ estimates
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1999 WORLDWIDE MARKET SHARE AND RANKING BY GEOGRAPHY
% of Manufacturer Sales
(excluding OEM) Rank
--------------- ----
WJ OSI WJ OSI
---- -------------- ---- ---
U.S. 15.3% 11.0% 3 5
INTERNATIONAL 7.9% 3.3% 4 6
TOTAL 11.2% 6.8% 4 5
Source: WJ estimates
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1999 WORLDWIDE MARKET SHARE AND RANKING BY GEOGRAPHY
% of Manufacturer Sales
(excluding OEM) Rank
WJ OSI Combined WJ OSI Combined
-- --- -------- -- --- --------
U.S. 15.3% 11.0% 26.3% 3 5 2
INTERNATIONAL 7.9% 3.3% 11.2% 4 6 4
TOTAL 11.2% 6.8% 18.0% 4 5 2
Source: WJ estimates
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1999 WORLDWIDE MARKET SHARE (Soft contacts)
[Graph showing current 1999 market share]
Name Sales %
- ---- ----- ----
(in millions)
J&J $960 36.9
Ciba $419 16.1
B&L $385 14.8
WJ $292 11.2
Ocular $176 6.8
Cooper $125 4.8
[Graph showing post merger 1999 market share]
Name Sales %
- ---- ----- ----
(in millions)
J&J $960 36.9
WJ/Ocular $468 18.0
Ciba $419 16.1
B&L $385 14.8
Cooper $125 4.8
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1999 REVENUE - DISPOSABLE/CONVENTIONAL MIX
$ MILLION
WJ
$311.7
Conventional $146.5
47%
Disposable/PR $165.2
53%
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1999 REVENUE - DISPOSABLE/CONVENTIONAL MIX
$ MILLION
WJ OSI
$311.7 $176.0
Conventional $146.5 $17.9
47% 10%
Disposable/PR $165.2 $158.1
53% 90%
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1999 REVENUE - DISPOSABLE/CONVENTIONAL MIX
$ MILLION
WJ OSI COMBINED
$311.7 $176.0 $487.7
CONENTIONAL $146.5 $17.9 $164.4
47% 10% 34%
DISPOSABLE/PR $165.2 $158.1 $323.3
53% 90% 66%
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1999 WORLDWIDE MARKET SHARE AND RANKING BY PRODUCT
% of Manufacturer Sales
(excluding OEM) Rank
--------------- ----
WJ WJ
-- --
CONVENTIONAL 26.9% 1
DISPOSABLE 8.0% 4
TOTAL 11.2% 4
Source: WJ estimates
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1999 WORLDWIDE MARKET SHARE AND RANKING BY PRODUCT
% of Manufacturer Sales
(excluding OEM) Rank
-------------- -----
WJ OSI WJ OSI
-- --- -- ---
CONVENTIONAL 26.9% 3.3% 1 7
DISPOSABLE 8.0% 7.7% 4 5
TOTAL 11.2% 6.8% 4 5
Source: WJ estimates
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1999 WORLDWIDE MARKET SHARE AND RANKING BY PRODUCT
% of Manufacturer Sales
(excluding OEM) Rank
WJ OSI Combined WJ OSI Combined
-- --- --------- --- --- --------
CONVENTIONAL 26.9% 3.3% 30.2% 1 7 1
DISPOSABLE 8.0% 7.7% 15.7% 4 5 3
TOTAL 11.2% 6.8% 18.0% 4 5 2
Source: WJ estimates
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1999 REVENUE - CLEAR/SPECIALTY MIX
$ MILLION
WJ
$311.7
Clear $45.7
15%
Specialty $266.0
85%
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1999 REVENUE - CLEAR/SPECIALTY MIX
$ MILLION
WJ OSI
$311.7 $176.0
Clear $45.7 $175.0
15% 99%
Specialty $266.0 $1.0
85% 1%
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1999 REVENUE - CLEAR/SPECIALTY MIX
$ MILLION
WJ OSI Combined
$311.7 $176.0 $487.7
Clear $45.7 $175.0 $220.7
15% 99% 45%
Specialty $266.0 $1.0 $267.0
85% 1% 55%
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SHARE OF U.S. SOFT LENS
NEW FITS - 1999
CIBA - 16%
B&L - 17%
J&J - 21%
OTHER - 14%
WJ/OSI - 32%
Source: Health Products Research
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SHARE OF U.S. WEEKLY DISPOSABLE
NEW FITS - 1999
CIBA - 8%
B&L - 14%
J&J - 35%
OTHER - 2%
WJ/OSI - 41%
Source: Health Products Research
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MAJOR PRODUCTS
U.S. Rank
- ----------
Premium
Cosmetic Toric Bifocal Spheres Clear
#1 #4 #3 #1 #2
Freshlook Opifit Freshlook CSI Biomedics
Durasoft Optifit Echelon Precision UV
Quarterly
Wildeyes Freshlook
Natural Touch
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NEW PRODUCT PLANS -- HIGHLIGHTS
FreshLook Bifocal (Disposable Bifocal Lens) 1Q00
Diabetic Retinopathy System-Beta 1Q00
(Internet Based Disease management)
Wildeyes (Shamrock Lens) 1Q00
FreshLook ColorBlends New Colors 1Q00
(Honey and Turquoise)
DuraSoft 3 ColorBlends 1Q00
(Extended Wear Convential Opaque)
ProSoft Sports Lens 2Q00
Premium Monthly Replacement Lens 3Q00
(Planned Replacement Clear Lens)
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NEW PRODUCTS PLANS - HIGHLIGHTS
Disposable Colors - Japan 3Q00
New Disposable Color - Europe, Asia 3Q00
(Elegance Pattern)
CSI Toric - MTO 3Q00
(MTO Conventional Clear Toric)
ColorBlends Bifocal (Opaque Bifocal Lens) 4Q00
FreshLook ColorBlends Toric 4Q00
(Disposable Colored Toric)
Biomedics with ColorBlends Design 2001
(Disposable Opaque Lens)
Photochromic Lens 2002
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COMBINED WJ/OSI U.S. CUSTOMER BASE
31,180 U.S. Locations Use WJ or OSI Lenses or Both
OSI Both WJ WJ
ONLY and OSI ONLY
2,780 16,570 11,830
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ADDED INTERNATIONAL REACH
Countries with WJ and Countries with WJ Direct
OSI direct sales Sales Only
U.S. ASIA Latin America
Canada China Argentina
U.K. Hong Kong Brazil
Australia Japan Colombia
Singapore Mexico
Venezuela
Europe
Benelux
France
Germany
Italy
Netherlands
Scandinavia
Spain
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CROSS SELLING OPPORTUNITIES
U.S. WEARER BASE
WJ OSI
4.6 Million 3.0 Million
Cosmetic - 2.5
Clear - 1.4 Clear - 2.9
Toric - 0.7 Toric - 0.1
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OVERVIEW OF MERGER SYNERGIES
- - INCREMENTAL REVENUES: U.S. & INTERNATIONAL
-- Expose Larger WJ U.S. Account Base to OSI Lenses
-- Use WJ International Direct Sales Infrastructure to Sell OSI Lenses
-- Cross Promote Clear OSI Lenses with WJ Color Lenses
- - COST SAVINGS
-- Reduced Sales and Marketing
-- Reduced Manufacturing
-- Leverage Research & Development
-- Lower G&A
- - EXPECTED ONE TIME TRANSACTION/RESTRUCTURING CHARGE
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MERGER SYNERGIES
- - Total Pre-Tax Synergies in 2001 of Approximately $20 Million
- - Total Pre-Tax Synergies in 2002 of Approximately $30 Million
- - Expect Combined Company Tax Rate of 32%
- - Excluding One-time Transaction and Restructuring Charges to be taken in 2000
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A WJ CORE COMPETENCY IS INTEGRATION COST REDUCTIONS
$ MILLION
Example - Barnes Hind
Plan Delivered*
----- ----------
Cost of Sales $14.4 $13.1
SG&A 12.7 14.9
Research 2.4 2.1
----- -----
Total Synergies $29.5 $30.1
*Completed as of 12/31/99. $2.9 Cost of Sales Yet to be Completed.
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FINANCIAL IMPACT OF MERGER (INCOME STATEMENT 12/31/99)
$ Millions
Combined
WJ OSI (Proforma)
---- ------ ----------
Sales $311.7 $176.0 $487.7
Growth Rate 6.6% 15.9% 9.8%
Gross Profit $213.6 $112.6 $326.2
Margin 68.5% 64.0% 66.9%
EBIT $ 55.0 $ 45.7 $100.7
Margin 17.6% 26.0% 20.6%
Net Income $ 35.0 $ 36.4 $ 71.4
Margin 11.2% 20.7% 14.6%
Growth Rate 18.2% 19.2% 18.7%
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FINANCIAL IMPACT OF MERGER (BALANCE SHEET 12/31/99)
$ Millions
Combined
WJ OSI (Proforma)
- - Assets $223.0 $222.8 $445.8
- - Capitalization
Bank Credit Facility $ 50.4 $ 3.4 $ 53.8
Shareholders Equity 90.9 183.6 274.5
------ ------ ------
Total Capitalization $141.3 $187.0 $328.3
Available Liquidity
Cash and S/T Investments $ 8.9 $ 38.9 $ 47.8
Credit Facility 122.5 26.6 149.1
------ ------ ------
Total Availability $131.4 $ 65.5 $196.9
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IMPLIED WESLEY JESSEN SHARE
PRICE - STAND ALONE
Implied Share Price Based on WJ's
Historical Forward P/E Ratio
12 Month ----------------------------
Forward 14.2x 15.3x
Date E.P.S (1 Year Avg.) (3 Year Avg.)
- ---- ----- ------------- -------------
1/1/00 $2.22 $31.52 $33.97
1/1/01 $2.61 $37.06 $39.93
1/1/02 $2.85 $40.47 $43.60
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IMPLIED PRO FORMA WESLEY JESSEN
SHARE PRICE - OCULAR MERGER
Implied Share Price Based on WJ's
Historical Forward P/E Ratio
12 Month ----------------------------
Forward 14.2x 15.3x
Date E.P.S (1 Year Avg.) (3 Year Avg.)
- ---- ----- ------------- -------------
1/1/00 $2.22 $31.52 $33.97
1/1/01 $2.99 $42.46 $45.75
1/1/02 $3.49 $49.56 $53.40
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SUMMARY OF INVESTMENT APPEALS
- - #2 Industry Player with Enhanced Competitive Leverage
- - Significant Sales Growth Opportunity
-- Increased U.S. Account Penetration
-- European Direct Sales Expansion
-- Japan Line Expansion
- - Increased Manufacturing Capabilities
- - EPS Accretion
- - Broader Liquidity
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BACK-UP
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FINANCIAL IMPACT OF MERGER
(INCOME STATEMENT 12/31/00)
$ Millions
(Stand Alone) Combined
WJ (Proforma)
-- ----------
Sales $338.0 $561.1
Growth Rate 8.4% 15.1%
Gross Profit Margin $233.6 $368.5
Margin 69.1% 65.7%
EBIT $66.4 $120.0
Margin 19.6% 21.4%
Net Income $42.4 $80.7
Margin 12.5% 14.4%
Growth Rate 21.1% 13.0%
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FINANCIAL IMPACT OF MERGER
(INCOME STATEMENT 12/31/01)
$ Millions
(Stand Alone) Combined
WJ (Proforma)
-- ----------
Sales $368.0 $653.9
Growth Rate 8.9% 16.5%
Gross Profit $256.0 $430.9
Margin 69.6% 65.9%
EBIT $76.2 $161.6
Margin 20.7% 24.7%
Net Income $50.4 $110.2
Margin 13.7% 16.9%
Growth Rate 18.9% 36.5%
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1999 REVENUE - CLEAR/SPECIALTY MIX
$ MILLION %
WJ OSI Combined WJ OSI Combined
-- --- --------- --- --- --------
CLEAR $ 45.7 $175.0 $220.7 15% 99% 45%
SPECIALTY $266.0 $ 1.0 $267.0 85% 1% 55%
TOTAL $311.7 $176.0 $487.7 100% 100% 100%
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1999 REVENUE - GEOGRAPHIC MIX
$ MILLION %
WJ OSI Combined WJ OSI Combined
-- --- --------- -- --- --------
U.S. $185.0 $129.0 $314.0 59% 73% 64%
INTERNATIONAL $126.7 $ 47.0 $173.7 41% 27% 36%
TOTAL $311.7 $176.0 $487.7 100% 100% 100%
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1999 REVENUE - DISPOSABLE/CONVENTIONAL MIX
$ MILLION %
WJ OSI Combined WJ OSI Combined
-- --- --------- -- --- --------
DISPOSABLE/PR $165.2 $158.1 $323.3 53% 90% 66%
CONVENTIONAL $146.5 $17.9 $164.4 47% 10% 34%
TOTAL $311.7 $176.0 $487.7 100% 100% 100%
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STRATEGIC RATIONALE FOR MERGER
- - Creates Only Global Full-line Competitor with the Broadest Product Line in the
Industry
- - #2 Soft Lens Company with Significant Sales, Marketing, Manufacturing,
Distribution Scale
- - Opportunity to Leverage WJ's Global Direct Sales Force to Expand OSI Market
Penetration
- - Access 100% of Lens Wearer Market: Cross Sell Color and Clear Lenses
- - Significant Operational Synergies
- - Position for Additional Worldwide Organic and Acquisition Growth
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IMPLIED WESLEY JESSEN SHARE PRICE -
OCULAR MERGER
Assumes Combined Wesley Jessen/Ocular 12 Month Forward EPS of $2.22, $2.99 and
$3.40 for the Periods Ending 1999, 2000, and 2001, Respectively
$31.52 $33.97 $42.46 $45.75 $48.28 $52.02
12/31/99 12/31/00 12/31/01
(left number)14.2 x 1-Year Average P/E Multiple
(right number) 15.3 x 3-Year Average P/E Multiple
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IMPLIED WESLEY JESSEN SHARE
PRICE - STAND ALONE
Assumes Wesley Jessen 12 Month Forward EPS of $2.22, $2.61 and $2.85 for the
Periods Ending 1999, 2000, and 2001, Respectively
$31.52 $33.97 $37.06 $39.93 $40.47 $43.60
12/31/99 12/31/00 12/31/01
(left number) 14.2 x 1-Year Average P/E Multiple
(right number) 15.3 x 3-Year Average P/E Multiple
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FORWARD-LOOKING STATEMENTS
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.
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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 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.
