EX - 99.1
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
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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."
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
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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 Agribusiness) 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.
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"). References made
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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. ("WESLEY JESSEN") STOCKHOLDERS ARE ADVISED TO
READ THE TENDER OFFER STATEMENT REGARDING THE ACQUISITION OF WESLEY JESSEN,
REFERENCED IN THIS PRESS RELEASE, WHICH WILL BE FILED BY WJ ACQUISITION CORP.
AND NOVARTIS AG WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND THE
RELATED SOLICITATION/RECOMMENDATION STATEMENT WHICH WILL BE FILED BY WESLEY
JESSEN WITH THE SEC. 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, AT
NO EXPENSE TO THEM. THESE DOCUMENTS ALSO WILL BE AVAILABLE AT NO CHARGE AT THE
SEC'S WEBSITE AT WWW.SEC.GOV.
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