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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14D-101)
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SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
WESLEY JESSEN VISIONCARE, INC.
(Name of Subject Company)
WESLEY JESSEN VISIONCARE, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
951018100
(CUSIP Number of Class of Securities)
EDWARD J. KELLEY
CHIEF FINANCIAL OFFICER
WESLEY JESSEN VISIONCARE, INC.
333 EAST HOWARD AVENUE
DES PLAINES, IL 60018-5903
TELEPHONE: (847) 294-3000
(Name, address and telephone number of person authorized to receive notice and
communication on behalf of the person(s) filing statement).
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
With a Copy to:
Roger S. Aaron, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036-6522
(212) 735-3000
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FOR MORE INFORMATION: CIBA Vision Corporation
Kristie Madara (678) 415-3367
Wesley Jessen
Kevin Ryan, CEO
Edward Kelley, CFO
(847) 294-3000
George Sard/David Reno
Sard Verbinnen & Co.
(212) 687-8080
Novartis agrees to acquire Wesley Jessen VisionCare
For $38.50 per share in cash
Combined company will rank number two worldwide in contact lenses
ATLANTA, GA, and DES PLAINES, IL -- May 30, 2000 - CIBA Vision Corporation, the
eye care unit of Novartis AG (NYSE: NVS), and Wesley Jessen VisionCare, Inc.
(NASDAQ: WJCO) today jointly announced a definitive agreement whereby CIBA
Vision will acquire Wesley Jessen for $38.50 per share in cash, or a total of
approximately $785 million. The offer represents a premium of approximately 17
percent over the closing price of Wesley Jessen's shares on May 26, 2000, and
an approximate 55 percent premium over the closing price on March 22, 2000, the
last trading day prior to the announcement of Bausch & Lomb, Inc.'s (NYSE: BOL)
unsolicited offer for Wesley Jessen. The agreement was unanimously approved by
Wesley Jessen's Board of Directors.
CIBA Vision is a leading provider of contact lenses, lens care products and
ophthalmic pharmaceuticals. To consummate the transaction, CIBA Vision will
commence within five business days a cash tender offer for all outstanding
shares of Wesley Jessen common stock. Upon completion, 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.
Daniel Vasella, Chairman and CEO of Novartis commented: "This move is part
of Novartis' strategy to develop world leadership positions in specific areas
both through organic growth and through acquisitions. It will enhance CIBA
Vision's critical mass and ability to compete in a fiercely contended market."
"Wesley Jessen brings to CIBA Vision an exciting range of products that
complement our existing brands," said Glen Bradley, CEO of CIBA Vision.
"Additionally, CIBA Vision will be able to greatly expand the global reach of
Wesley Jessen's product lines."
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Kevin Ryan, Chairman, President and CEO of Wesley Jessen, said: "We're very
excited to have achieved this outstanding transaction for our shareholders,
customers and employees. CIBA Vision is offering an all-cash premium which
clearly exceeds Bausch & Lomb's best and final offer, and the business will
immediately benefit from our significantly expanded size and global reach."
Bradley continued, "The merger of the two businesses is expected to
increase their growth potential. Wesley Jessen will be able to expand its
international sales with the support of CIBA Vision's global sales and marketing
operation, and CIBA Vision will benefit from Wesley Jessen's technological
expertise, especially in the area of specialty lenses. CIBA Vision and Wesley
Jessen expect to achieve substantial synergies in the combined business."
The CIBA Vision offer is subject to 51 percent of the Wesley Jessen shares
being tendered and the expiration or termination of regulatory and other
customary conditions. The transaction is expected to be completed in the third
quarter of 2000. As a result of the agreement with CIBA Vision, Wesley Jessen
has terminated its previously announced merger agreement and other related
agreements with Ocular Sciences, Inc. (NASDAQ: OCLR) and has paid Ocular
Sciences a $25 million termination fee. Wesley Jessen has also postponed
indefinitely its annual shareholder meeting scheduled for June 23, 2000.
Wesley Jessen VisionCare is the leading worldwide developer, manufacturer
and marketer of specialty contact lenses.
With worldwide headquarters in Atlanta, Georgia, CIBA Vision 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, a world leader in healthcare
with core businesses in pharmaceuticals, consumer health, generics, eyecare, and
animal health. In 1999, the Group (including Agri business) achieved sales of
CHF 32.5 billion and invested more than CHF4.2 billion in R&D. Headquartered in
Basel, Switzerland, Novartis employs about 82,000 people and operates in over
140 countries around the world. The group recently announced 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 second half of
2000.
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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 (the "Safe Harbor Provisions").
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References made in the foregoing, in particular, statements made regarding the
proposed business combination between CIBA Vision and Wesley Jessen 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; costs related to the
business combination; the risk that the CIBA Vision and Wesley Jessen businesses
will not be integrated successfully; and other economic, business, competitive
or regulatory factors relating to CIBA Vision's and Wesley Jessen's business
generally. 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
the constitute soliciting materials.
Wesley Jessen Visioncare, Inc. stockholders are advised to read the tender offer
statement regarding the acquisition of Wesley Jessen Visioncare, Inc.,
referenced in this press release, which will be filed by WJ Acquisition Corp.
and Novartis AG with the Securities and Exchange Commission and the related
solicitation/recommendation statement which will be filed by Wesley Jessen
Visioncare, Inc. with the Commission. The tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer documents)
and the solicitation/recommendation statement will contain important information
which should be read carefully before any decision is made with respect to the
offer. These documents will be made available to all stockholders of Wesley
Jessen Visioncare, Inc., at no expense to them. These documents also will be
available at no charge at the SEC's website at www.sec.gov.
