SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
AMENDMENT NO. 9
Wesley Jessen VisionCare, Inc.
(Name of Subject Company (Issuer))
WJ Acquisition Corp.
NOVARTIS AG
(Names of Filing Persons (Offerors))
Common Stock, Par Value $0.01 Per Share
Preferred Share Purchase Rights
(Title of Class of Securities)
951018100
(CUSIP Number of Class of Securities)
Robert Thompson
WJ Acquisition Corp.
Novartis AG
c/o Novartis Corporation
608 Fifth Avenue
New York, NY 10020
(212) 307-1122
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
(212) 848-4000
CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
Transaction Valuation* Amount of Filing Fee**
--------------------------------------------------------------------------------
$783,887,758.50 $156,777.56
--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying $38.50, the per share tender offer price, by
20,360,721, the sum of (i) 17,671,246 currently outstanding shares of
Common Stock sought in the Offer, (ii) outstanding options with respect to
2,677,475 shares of Common Stock and (iii) 12,000 shares of Common Stock
that could be purchased under the Company's employee discount purchase
plans, in each case as of May 23, 2000.
** Calculated as 1/50 of 1% of the transaction value.
|X| Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $156,777.56 Filing Party: Novartis AG
Form or Registration No.: Schedule TO Date Filed: June 6, 2000
|_| Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which the
statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|_| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer:
<PAGE>
This Amendment No. 9 amends and supplements the Tender Offer Statement
on Schedule TO filed with the Securities and Exchange Commission (the
"Commission") on June 6, 2000, as amended (the "Schedule TO") by Novartis AG, a
Swiss corporation ("Parent"), and WJ Acquisition Corp., a Delaware corporation
and an indirect wholly owned subsidiary of Parent ("Purchaser"). The Schedule TO
relates to the offer by Purchaser to purchase all outstanding shares of common
stock, par value $0.01 per share, including the associated preferred share
purchase rights (together, the "Shares"), of Wesley Jessen VisionCare, Inc., a
Delaware corporation (the "Company"), at a purchase price of $38.50 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated June 6, 2000 (the "Offer to Purchase"), and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the "Offer"). Copies of the Offer
to Purchase and the related Letter of Transmittal are filed with the Schedule TO
as Exhibits (a)(1) and (a)(2), respectively. Capitalized terms used and not
defined herein shall have the meanings assigned to such terms in the Offer to
Purchase and the Schedule TO.
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended and supplemented by
including the following information:
On September 29, 2000, CIBA Vision Corporation, an indirect wholly
owned subsidiary of Parent ("CIBA Vision"), issued a press release announcing
that the waiting period under Hart-Scott-Rodino Antitrust Improvements Act of
1976 applicable to the Offer has been terminated by the U.S. Federal Trade
Commission. The Offer is scheduled to expire at 5 p.m., New York City time, on
Monday, October 2, 2000. A copy of the press release issued by CIBA Vision with
respect to the foregoing is filed herewith as Exhibit (a)(16) and is
incorporated herein by reference.
Item 12. Materials to be filed as Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by
including the following information:
(a)(16) Press Release issued by CIBA Vision Corporation on
September 29, 2000.
2
<PAGE>
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 29, 2000
WJ ACQUISITION CORP.
By: /s/ Robert Thompson
-------------------------------------------------
Name: Robert Thompson
Title: Chief Executive Officer and President
NOVARTIS AG
By: /s/ Peter Tobler
-------------------------------------------------
Name: Peter Tobler
Title: Associate General Counsel
By: /s/ P. Heitz
------------------------------------------------
Name: P. Heitz
Title: Head-Swiss Tax
3
<PAGE>
EXHIBIT INDEX
Exhibit
No.
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*(a)(1) Offer to Purchase, dated June 6, 2000.
*(a)(2) Form of Letter of Transmittal.
*(a)(3) Form of Notice of Guaranteed Delivery.
*(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(a)(5) Form of Letter to clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
*(a)(6) Form of Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(7) Summary Advertisement as published in The Wall Street Journal on
June 6, 2000.
*(a)(8) Joint Press Release issued by CIBA Vision Corporation, an
indirect wholly owned subsidiary of Parent, and the Company on
May 30, 2000.
*(a)(9) Joint Press Release issued by CIBA Vision Corporation and the
Company on June 30, 2000.
*(a)(10) Press Release issued by CIBA Vision Corporation on July 24, 2000.
*(a)(11) Press Release issued by CIBA Vision Corporation on August 7,
2000.
*(a)(12) Press Release issued by CIBA Vision Corporation on August 23,
2000.
*(a)(13) Press Release issued by CIBA Vision Corporation on August 29,
2000.
*(a)(14) Press Release issued by CIBA Vision Corporation on September 6,
2000.
*(a) (15) Press Release issued by CIBA Vision Corporation on September
18, 2000.
(a)(16) Press Release issued by CIBA Vision Corporation on September 29,
2000.
(b) None.
*(d)(1) Agreement and Plan of Merger, dated as of May 30, 2000, among
Parent, Purchaser and the Company.
*(d)(2) Confidentiality Agreement, dated May 10, 2000, between CIBA
Vision Corporation and the Company.
(g) None.
(h) None.
----------
* Previously filed.
<PAGE>
8 Exhibit (a)(16)
Novartis' CIBA Vision unit obtains FTC clearance for Wesley Jessen acquisition
Atlanta, Georgia- September 29, 2000 - CIBA Vision Corporation, the eye care
unit of Novartis AG (NYSE: NVS), announced today that the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 applicable to Novartis'
tender offer for Wesley Jessen VisionCare, Inc. (NASDAQ: WJCO) has been
terminated by the US Federal Trade Commission (FTC). This clears the way for
Novartis to acquire Wesley Jessen.
The tender offer is scheduled to expire at 5:00 p.m., New York City time, on
Monday, October 2, 2000, unless the offer is extended.
CIBA Vision announced its agreement to acquire all outstanding shares of Wesley
Jessen common stock for $38.50 per share in cash, or a total of approximately
$785 million, on May 30, 2000. Upon completion of the acquisition, the combined
company will be the world's second largest contact lens company. CIBA Vision and
Wesley Jessen had 1999 pro-forma sales of $1.4 billion and employed 8,900.
Wesley Jessen is a leading worldwide developer, manufacturer and marketer of
specialty contact lenses.
CIBA Vision, with worldwide headquarters in Atlanta, Georgia, is a global leader
in research, development and manufacturing of optical and ophthalmic products
and services, including contact lenses, lens care products, ophthalmic surgical
products and ophthalmic pharmaceuticals. CIBA Vision products are available in
more than 70 countries.
CIBA Vision is the eye care unit of Novartis, world leader in healthcare with
core businesses in pharmaceuticals, consumer health, generics, eye-care, and
animal health. In 1999, the Group (including Agribusiness) achieved sales of CHF
32.5 billion (USD 21.6 billion) and invested more than CHF 4.2 billion (USD 2.8
billion) in R&D. Headquartered in Basel, Switzerland, Novartis employs about
82,500 people and operates in over 140 countries around the world. The Group
plans to spin off its Crop Protection and Seeds sectors and to merge them with
the agrochemicals business of AstraZeneca, to form a new company, Syngenta, in
the fourth quarter of 2000.
The foregoing communications contain forward-looking statements within the
meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995 (the "Safe Harbor Provisions"). CIBA Vision and Wesley Jessen
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. The Safe Harbor Provisions are not
applicable to the foregoing communications to the extent that they constitute
tender offer materials and have not been judicially determined to be applicable
to such communications to the extent that they constitute soliciting materials.
For Investor Relations Information Contact:
Novartis Investor Relations
US: Joe Schepers 212-830-2444
Europe: Wolfgang Kirchmayr +41 61 32 44509
