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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 March 30, 2000, Wesley Jessen VisionCare, Inc. ("WJ") issued the
following press release:
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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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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.
