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EXHIBIT 4
[LETTERHEAD OF BEAR, STEARNS & CO. INC.]
May 29, 2000
The Board of Directors
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, Illinois 60018
Ladies and Gentlemen:
We understand that Wesley Jessen VisionCare, Inc. ("WJ") and Novartis AG
("Novartis"), a Swiss corporation, have entered into an Agreement and Plan of
Merger dated May 30, 2000 (the "Agreement"), pursuant to which WJ Acquisition
Corp, an indirect wholly owned subsidiary of Novartis, will make a cash tender
offer (the "Offer") to acquire all of the outstanding common stock of WJ at a
purchase price per share of $38.50 in cash (the "Purchase Price"). The Offer
will be followed by a merger of WJ Acquisition Corp. with and into WJ (the
"Merger"), in which the remaining shares will be purchased for the Purchase
Price (the Offer and the Merger are collectively referred to herein as the
"Transaction"). You have provided us with a copy of the proposed Agreement, in
substantially final form.
You have asked us to render our opinion as to whether the Purchase Price is
fair, from a financial point of view, to the shareholders of WJ.
In the course of performing our review and analyses for rendering this
opinion, we have:
. reviewed a draft of the Agreement in substantially final form;
. reviewed WJ's Annual Reports to Shareholders and Annual Reports on Form
10-K for the years ended December 31, 1996 through 1999, their Quarterly
Report on Form 10-Q for the period ended March 31, 2000, and their
Reports on Form 8-K for the three years ended May 30, 2000;
. reviewed certain operating and financial information, including
projections for the five years ending December 31, 2004, provided to us
by WJ's management relating to WJ's business and prospects;
. met with certain members of WJ's senior management to discuss WJ's
business, operations, historical and projected financial results and
future prospects;
. reviewed the historical prices, trading multiples and trading volumes of
the common shares of WJ;
. reviewed publicly available financial data, stock market performance data
and trading multiples of companies which we deemed generally comparable
to WJ;
. reviewed the terms of recent mergers and acquisitions involving companies
which we deemed generally comparable to WJ;
. performed discounted cash flow analyses based on the projections for WJ;
. conducted such other studies, analyses, inquiries and investigations as
we deemed appropriate.
We have relied upon and assumed, without independent verification, the
accuracy and completeness of the financial and other information, including
without limitation the projections, provided to us by WJ. With respect to WJ's
projected financial results, we have assumed that they have been reasonably
prepared on bases reflecting the best currently available estimates and
judgments of the senior management of WJ as to the expected future performance
of WJ. We have not assumed any responsibility for the independent verification
of any such information or of the projections provided to us, and we have
further relied upon the assurances of the senior management of WJ that they
are unaware of any facts that would make the information and projections
provided to us incomplete or misleading.
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In arriving at our opinion, we have not performed or obtained any
independent appraisal of the assets or liabilities of WJ, nor have we been
furnished with any such appraisals. We have assumed that the Transaction will
be consummated without any regulatory limitations, restrictions, conditions,
amendments or modifications that collectively would have a material effect on
WJ. In rendering our opinion, we have not solicited, nor were we asked to
solicit, third-party acquisition interest in WJ.
We have acted as a financial advisor to WJ in connection with the
Transaction and will receive a customary fee for such services, a substantial
portion of which is contingent on successful consummation of the Transaction.
Bear Stearns has been previously engaged by WJ to provide certain investment
banking and financial advisory services for which we received customary fees.
In the ordinary course of business, Bear Stearns may actively trade the equity
and debt securities of WJ and/or Novartis for our own account and for the
account of our customers and, accordingly, may at any time hold a long or
short position in such securities.
It is understood that this letter is intended for the benefit and use of
the Board of Directors of WJ and does not constitute a recommendation to the
Board of Directors of WJ or any holders of WJ common stock as to how to vote
in connection with the Transaction or whether to tender their shares in the
tender offer. This opinion does not address WJ's underlying business decision
to pursue the Transaction. This letter is not to be used for any other
purpose, or be reproduced, disseminated, quoted from or referred to at any
time, in whole or in part, without our prior written consent; provided,
however, that this letter may be included in its entirety in any offer to
purchase and/or any proxy statement distributed to the holders of WJ common
stock in connection with the Offer or Merger, as the case may be. Our opinion
is subject to the assumptions and conditions contained herein and is
necessarily based on economic, market and other conditions, and the
information made available to us, as of the date hereof. With your consent, we
have no obligation, and do not intend, to update or revise this letter after
the date hereof.
Based on and subject to the foregoing, it is our opinion that, as of the
date hereof, the Purchase Price is fair, from a financial point of view, to
the shareholders of WJ.
Very truly yours,
Bear, Stearns & Co. Inc.
By: _________________________________
Senior Managing Director
