<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
---------------------
WESLEY JESSEN VISIONCARE, INC.
(Name of Subject Company)
------------------------
DYLAN ACQUISITION INC.
BAUSCH & LOMB INCORPORATED
(Name of Filing Person--Offeror)
------------------------
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 B. STILES
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
BAUSCH & LOMB INCORPORATED
ONE BAUSCH & LOMB PLACE
ROCHESTER, NEW YORK 14604-2701
TELEPHONE: (716) 338-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
------------------------
COPY TO:
STEVEN A. COHEN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
------------------------
CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
TRANSACTION VALUATION* AMOUNT OF FILING FEE
<S> <C>
$691,664,108 $138,333
</TABLE>
* Based on the offer to purchase all of the outstanding shares of common stock
of Wesley Jessen at a purchase price of $34.00 cash per share, 18,175,585
shares issued and outstanding, less 555,498 treasury shares, and outstanding
options with respect to 2,722,975 shares, in each case as of March 17, 2000.
/ / 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: None.
Form or Registration No.: Not applicable.
Filing Party: Not applicable.
Date Filed: Not applicable.
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes
below 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: / /
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Page 1 of 4 Pages
Exhibit Index begins on Page 4
<PAGE>
This Tender Offer Statement on Schedule TO is filed by Bausch & Lomb
Incorporated, a New York corporation ("Bausch & Lomb"), and Dylan
Acquisition Inc., a New York corporation and a wholly-owned subsidiary of
Bausch & Lomb (the "Purchaser"). This Schedule TO relates to the offer by the
Purchaser to purchase all outstanding shares of common stock, par value $0.01
per share, including associated preferred share purchase rights (together, the
"Shares"), of Wesley Jessen VisionCare, Inc., a Delaware corporation ("Wesley
Jessen"), at $34.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated April 3,
2000 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies
of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer"). The information set forth in the Offer to Purchase and the related
Letter of Transmittal is incorporated herein by reference with respect to
Items 1 through 9 and 11 of this Schedule TO.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
None of Bausch & Lomb, the Purchaser or, to the best knowledge of such
corporations, any of the persons listed on Schedule I to the Offer of Purchase,
has during the last five years (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to
any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree or
final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws or finding any violation
of such laws.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. EXHIBITS.
<TABLE>
<C> <S>
(a)(1) Offer to Purchase, dated April 3, 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) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Form of summary advertisement, dated April 3, 2000.
(a)(8) Text of press release issued by Bausch & Lomb, dated April
3, 2000.
(d) None.
(g) None.
(h) Not applicable.
</TABLE>
2
<PAGE>
SIGNATURE
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.
<TABLE>
<S> <C> <C>
Dated: April 3, 2000
DYLAN ACQUISITION INC.
By /s/ ROBERT B. STILES
-----------------------------------------
Name: Robert B. Stiles
Title: VICE PRESIDENT AND SECRETARY
BAUSCH & LOMB INCORPORATED
By /s/ ROBERT B. STILES
-----------------------------------------
Name: Robert B. Stiles
Title: SENIOR VICE PRESIDENT AND GENERAL
COUNSEL
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
(a)(1) Offer to Purchase, dated April 3, 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) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(7) Form of summary advertisement, dated April 3, 2000.
(a)(8) Text of press release issued by Bausch & Lomb, dated
April 3, 2000.
(d) None.
(g) None.
(h) Not applicable.
</TABLE>
4
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$34.00 NET PER SHARE
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
- ------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME,
ON FRIDAY,
APRIL 28, 2000, UNLESS THE OFFER IS EXTENDED. THE OFFER IS SUBJECT TO CERTAIN
CONDITIONS.
- --------------------------------------------------------------------------------
A SUMMARY OF THE PRINCIPAL TERMS OF THE OFFER APPEARS ON PAGES (II) THROUGH
(III). YOU SHOULD READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE DECIDING WHETHER TO
TENDER YOUR SHARES.
---------------------
THE DEALER MANAGER FOR THE OFFER IS:
WARBURG DILLON READ LLC
April 3, 2000
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C> <C>
Summary of the Offer.............................................. ii
Introduction...................................................... 1
1. Terms of The Offer.......................................... 2
2. Acceptance for Payment and Payment.......................... 4
3. Procedures for Accepting the Offer and Tendering Shares..... 5
4. Withdrawal Rights........................................... 7
5. Material U.S. Federal Income Tax Consequences............... 8
6. Price Range of the Shares; Dividends........................ 8
7. Possible Effects of the Offer on the Market for the Shares;
Stock Quotation; Securities Exchange Act Registration;
Margin Regulations.......................................... 9
8. Information Concerning Wesley Jessen........................ 11
9. Information Concerning Bausch & Lomb and the Purchaser...... 13
Background of the Offer; Contacts with Wesley Jessen........ 14
10.
Purpose of the Offer; Statutory Requirements; Approval of
11. the Merger; Appraisal Rights; Plans for Wesley Jessen....... 18
Source and Amount of Funds.................................. 19
12.
Dividends and Distributions................................. 20
13.
Conditions of the Offer..................................... 20
14.
Legal Matters; Required Regulatory Approvals................ 24
15.
Fees and Expenses........................................... 26
16.
Miscellaneous............................................... 27
17.
Schedule 1--Directors and Executive Officers of Bausch & Lomb and
the Purchaser
</TABLE>
i
<PAGE>
SUMMARY OF THE OFFER
PRINCIPAL TERMS
- Bausch & Lomb Incorporated, through its wholly owned subsidiary, Dylan
Acquisition Inc., is offering to buy all outstanding shares of Wesley
Jessen VisionCare, Inc. common stock. The tender price is $34.00 per share
in cash. Tendering stockholders will not have to pay brokerage fees or
commissions.
- The offer is the first step in our plan to acquire all of the outstanding
Wesley Jessen shares. We intend, promptly after completion of the offer,
to seek to have Wesley Jessen consummate a merger with a wholly owned
subsidiary in which each remaining Wesley Jessen share (except for shares
owned by Wesley Jessen or by Bausch & Lomb or by stockholders who perfect
their appraisal rights under Delaware law) would be converted into $34.00
in cash. Wesley Jessen stockholders whose shares are not purchased in the
offer will have appraisal rights in the merger.
- The offer will expire at 12:00 midnight, Eastern time, on Friday,
April 28, 2000, unless we extend the offer.
- If we decide to extend the offer, we will issue a press release giving the
new expiration date no later than 9:00 a.m., Eastern time, on the first
business day after the previously scheduled expiration of the offer.
CONDITIONS
We are not required to complete the offer and purchase any Wesley Jessen
shares unless:
- at least a majority of the total number of outstanding Wesley Jessen
shares on a fully diluted basis are validly tendered and not withdrawn
prior to the expiration of the offer,
- we receive U.S. federal and foreign government clearances for the offer,
- the merger agreement, stock option agreement granted by Wesley Jessen and
any related agreements between Wesley Jessen and Ocular Sciences have been
terminated without any fee or other obligation paid or owing under or as a
result of those agreements other than any payment of fees required to be
made in accordance with those agreements as filed prior to April 3, 2000,
- we are satisfied, in our sole discretion, that Section 203 of the Delaware
law is inapplicable to the acquisition of Wesley Jessen shares and any
subsequent business transaction involving Bausch & Lomb and Wesley Jessen,
including the merger, and
- Wesley Jessen's preferred share purchase rights are redeemed by the Wesley
Jessen board of directors or we are satisfied, in our sole discretion,
that the rights are inapplicable to the offer and any subsequent business
transaction involving Bausch & Lomb and Wesley Jessen, including the
merger.
Other conditions to the offer are described at pages 20 through 24. The
offer is not conditioned on Bausch & Lomb obtaining financing.
PROCEDURES FOR TENDERING
If you wish to accept the offer, this is what you must do:
- If you are a record holder (i.e., a stock certificate has been issued to
you), you must complete and sign the enclosed letter of transmittal and
send it with your stock certificate to the depositary for the offer or
follow the procedures described in this document for book-entry
ii
<PAGE>
transfer. These materials must reach the depositary before the offer
expires. Detailed instructions are contained in the letter of transmittal
and on pages 5 through 7 of this document.
- If you are a record holder but your stock certificate is not available or
you cannot deliver it to the depositary before the offer expires, you may
be able to tender your Wesley Jessen shares using the enclosed notice of
guaranteed delivery. Please call our information agent, MacKenzie
Partners, Inc., at (212) 929-5500 (call collect) or (800) 322-2885
(toll-free) for assistance. See page 6 for further details.
- If you hold your Wesley Jessen shares through a broker or bank, you should
contact your broker or bank and give instructions that your Wesley Jessen
shares be tendered.
WITHDRAWAL RIGHTS
- If, after tendering your Wesley Jessen shares in the offer, you decide
that you do NOT want to accept the offer, you can withdraw your shares by
instructing the depositary before the offer expires. If you tendered by
giving instructions to a broker or bank, you must instruct the broker or
bank to arrange for the withdrawal of your shares. See pages 7 and 8 for
further details.
SUBSEQUENT OFFERING PERIOD
- After the expiration, if the conditions have been satisfied or waived but
not 100% of Wesley Jessen shares have been tendered, we may give Wesley
Jessen stockholders that have not already tendered in the offer another
opportunity to tender at the same price in a subsequent offering period.
- Any subsequent offering period will begin on the day we announce that we
have purchased Wesley Jessen shares in the offer and will last for between
three and 20 business days. We may extend the subsequent offering period,
but it will not last more than 20 business days in total.
- There will be no withdrawal rights in the subsequent offering period.
RECENT WESLEY JESSEN TRADING PRICES; SUBSEQUENT TRADING
- The closing price for Wesley Jessen shares was $24.88 on March 22, 2000,
the last trading day before we announced our proposal to acquire Wesley
Jessen. Before deciding whether to tender, you should obtain a current
market quotation for Wesley Jessen shares.
- If the offer is successful, the Wesley Jessen shares may continue to be
traded on The NASDAQ Stock Market until the time of the merger, although
we expect trading volume to be below its pre-offer level.
FURTHER INFORMATION
- If you have questions about the offer, you can call:
<TABLE>
<CAPTION>
<S> <C>
Our Information Agent:
MacKenzie Partners, Inc.
Call Collect: (212) 929-5550
Toll Free: (800) 322-2885
Our Dealer Manager:
Warburg Dillon Read LLC
Call Collect: (212) 821-6694
</TABLE>
iii
<PAGE>
To: All Holders of Shares of Common Stock of Wesley Jessen VisionCare, Inc.
INTRODUCTION
Dylan Acquisition Inc. (the "Purchaser"), a wholly owned New York subsidiary
of Bausch & Lomb Incorporated, a New York corporation ("Bausch & Lomb"), is
offering to purchase all outstanding shares of common stock, par value $.01 per
share, of Wesley Jessen VisionCare, Inc., a Delaware corporation ("Wesley
Jessen"), together with the associated preferred share purchase rights issued
pursuant to the Rights Agreement, dated as of November 16, 1999, between Wesley
Jessen and American Securities Transfer & Trust, Inc., as Rights Agent, at a
purchase price of $34.00 per share, net to the seller in cash, without interest,
on the terms and subject to the conditions set forth in this Offer to Purchase
and in the related letter of transmittal (which together, and with any
amendments or supplements, constitute the "Offer"). As used in this document,
the term "Share" means a share of Wesley Jessen common stock, together with the
associated rights. The term "Offer" includes any subsequent offering period, as
described in Section 1.
You will not be required to pay brokerage fees or commissions or, except as
described in Instruction 6 of the letter of transmittal, stock transfer taxes on
the purchase of Shares in the Offer. However, if you do not complete and sign
the Substitute Form W-9 that is included in the letter of transmittal, you may
be subject to a required backup U.S. federal income tax withholding of 31% of
the gross proceeds payable to you. SEE SECTION 3. We will pay all charges and
expenses of Warburg Dillon Read LLC, as Dealer Manager, Wilmington Trust
Company, as Depositary, and MacKenzie Partners, Inc., as Information Agent,
incurred in connection with the Offer. SEE SECTION 16.
We will not be required to purchase any Shares unless at least a majority of
the total number of outstanding Shares on a fully diluted basis (including the
exercise of all outstanding Wesley Jessen options) are validly tendered and not
withdrawn prior to the expiration of the Offer (the "Minimum Condition"). We
reserve the right (subject to the applicable rules and regulations of the
Securities and Exchange Commission), to amend the Offer in any respect
including, without limitation, to waive or reduce the Minimum Condition and to
elect to purchase a smaller number of Shares. We also will not be required to
purchase any Shares unless we are satisfied, in our sole discretion, that the
merger agreement (to the extent filed with the SEC as of April 3, 2000, the "OS
Merger Agreement"), stock option agreement granted by Wesley Jessen (to the
extent filed with the SEC as of April 3, 2000, the "OS Stock Option") and any
related agreements between Wesley Jessen and Ocular Sciences, Inc., a Delaware
corporation ("Ocular Sciences"), have been terminated without any fee or other
obligation paid or owing other than any payment of fees required to be made in
accordance with the terms of those agreements (the "Ocular Condition") and also
that the rights have been redeemed by the Wesley Jessen board of directors or
that we are satisfied, in our sole discretion, that the rights are inapplicable
to the Offer and any subsequent business transaction involving Bausch & Lomb and
Wesley Jessen, including the Merger (the "Rights Condition"). The Offer is also
subject to certain other terms and conditions. SEE SECTIONS 1, 14, AND 15.
Following the consummation of the Offer, we intend to seek to have Wesley
Jessen consummate a merger with the Purchaser or its subsidiary (the "Merger").
In the Merger, each outstanding Share that is not owned by us (other than Shares
owned by Wesley Jessen or held by stockholders who perfect their appraisal
rights under Delaware law) will be converted into the right to receive $34.00
net in cash. Section 5 below describes the principal U.S. federal income tax
consequences of the sale of Shares in the Offer and the Merger.
On March 27, 2000, Bausch & Lomb delivered a notice to Wesley Jessen of its
intent to nominate three independent directors, William Balderston III, Joseph
P. Clayton and Charles I. Plosser, for election to the three positions on the
Wesley Jessen board to be filled at the Wesley Jessen Annual Meeting of
Stockholders for 2000. On the same date, at the request of Bausch & Lomb,
Cede & Co. delivered a similar notice to Wesley Jessen.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE A SOLICITATION OF A PROXY,
CONSENT OR AUTHORIZATION FOR OR WITH RESPECT TO ANY MEETING OF WESLEY JESSEN
STOCKHOLDERS OR ANY ACTION IN LIEU THEREOF. ANY SUCH
<PAGE>
SOLICITATION THAT BAUSCH & LOMB OR THE PURCHASER MAY MAKE WILL BE MADE ONLY
PURSUANT TO SEPARATE PROXY MATERIALS COMPLYING WITH THE REQUIREMENTS OF
SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER.
THE OFFER IS CONDITIONED UPON THE FULFILLMENT OF THE CONDITIONS DESCRIBED IN
SECTION 14. THE INITIAL OFFERING PERIOD OF THE OFFER WILL EXPIRE AT 12:00
MIDNIGHT, EASTERN TIME, ON FRIDAY, APRIL 28, 2000, UNLESS WE EXTEND IT.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT YOU SHOULD READ CAREFULLY BEFORE YOU MAKE ANY
DECISION WITH RESPECT TO THE OFFER.
1. TERMS OF THE OFFER.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended, the terms and conditions of any extension or
amendment), we will purchase all Shares validly tendered and not withdrawn in
accordance with the procedures set forth in Section 4 on or prior to the
Expiration Date. The term "Expiration Date" means 12:00 midnight, Eastern time,
on Friday, April 28, 2000, unless we, in our sole discretion, extend the period
of time for which the initial offering period of the Offer is open, in which
case the term "Expiration Date" will mean the time and date at which the initial
offering period of the Offer, as so extended, will expire.
Upon the terms and subject to the conditions of the Offer, we will purchase,
as soon as permitted under the terms of the Offer, all Shares validly tendered
and not withdrawn prior to the expiration of the Offer. If, at the Expiration
Date, the conditions to the Offer described in Section 14 have not been
satisfied or earlier waived, then we may extend the Expiration Date for an
additional period or periods of time by giving oral or written notice of the
extension to the Depositary. During any such extension, all Shares previously
tendered and not withdrawn will remain subject to the Offer and subject to your
right to withdraw Shares. SEE SECTION 4.
Subject to the applicable regulations of the SEC, we also reserve the right,
in our sole discretion, at any time or from time to time, to (a) delay purchase
of or, regardless of whether we previously purchased any Shares, payment for any
Shares pending receipt of any regulatory or governmental approvals specified in
Section 15; (b) terminate the Offer (whether or not any Shares have previously
been purchased) if any condition referred to in Section 14 has not been
satisfied or upon the occurrence of any event specified in Section 14; and
(c) waive any condition or otherwise amend the Offer in any respect, in each
case, by giving oral or written notice of the delay, termination, waiver or
amendment to the Depositary and, other than in the case of any waiver, by making
a public announcement thereof. We acknowledge (1) that Rule 14e-1(c) under the
Securities Exchange Act requires us to pay the consideration offered or return
the Shares tendered promptly after the termination or withdrawal of the Offer
and (2) that we may not delay purchase of, or payment for (except as provided in
clause (a) of the preceding sentence), any Shares upon the occurrence of any
event specified in Section 14 without extending the period of time during which
the Offer is open.
The rights we reserve in the preceding paragraph are in addition to our
rights pursuant to Section 14. Any extension, delay, termination or amendment of
the Offer will be followed as promptly as practicable, by a public announcement.
An announcement in the case of an extension will be made no later than
9:00 a.m., Eastern time, on the next business day after the previously scheduled
Expiration Date. Without limiting the manner in which we may choose to make any
public announcement, subject to applicable law (including Rules 14d-4(d) and
14d-6(c) under the Securities Exchange Act, which require that material changes
be promptly disseminated to holders of Shares), we will have no obligation to
publish, advertise or otherwise communicate any such public announcement other
than by issuing a release to the Dow Jones News Service.
2
<PAGE>
As of the date of this Offer to Purchase, the rights do not trade
separately. Accordingly, by tendering Shares, you are automatically tendering a
similar number of rights. If, however, the rights detach and separate
certificates evidencing the rights are issued, tending stockholders will be
required to deliver rights certificates with the Shares.
If we make a material change in the terms of the Offer, or if we waive a
material condition to the Offer, we will extend the Offer and disseminate
additional tender offer materials to the extent required by Rules 14d-4(d),
14d-6(c) and 14e-1 under the Securities Exchange Act. The minimum period during
which a tender offer must remain open following material changes in the terms of
the offer, other than a change in price or a change in percentage of securities
sought, depends upon the facts and circumstances, including the materiality of
the changes. In the SEC's view, an offer should remain open for a minimum of
five business days from the date the material change is first published, sent or
given to stockholders, and, if material changes are made with respect to
information that approaches the significance of price and the percentage of
securities sought, a minimum of ten business days may be required to allow for
adequate dissemination and investor response. With respect to a change in price,
a minimum ten-business-day period from the date of the change is generally
required to allow for adequate dissemination to stockholders. Accordingly, if,
prior to the Expiration Date, we decrease the number of Shares being sought, or
increase or decrease the consideration offered pursuant to the Offer, and if the
Offer is scheduled to expire at any time earlier than the period ending on the
tenth business day from the date that notice of the increase or decrease is
first published, sent or given to holders of Shares, we will extend the Offer at
least until the expiration of that period of ten business days. For purposes of
the Offer, a "business day" means any day other than a Saturday, Sunday or a
U.S. federal holiday and consists of the time period from 12:01 a.m. through
12:00 midnight, Eastern time.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE SATISFACTION OF THE
MINIMUM CONDITION, THE RIGHTS CONDITION AND THE OCULAR CONDITION.
Consummation of the Offer is also conditioned upon expiration or termination
of all waiting periods imposed by the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and the regulations thereunder (the "HSR Act"), and the
other conditions set forth in Section 14. We reserve the right (but are not
obligated), in accordance with applicable rules and regulations of the SEC to
waive any or all of those conditions. If, by the Expiration Date, any or all of
those conditions have not been satisfied, we may, in the exercise of our good
faith judgment, elect to (a) extend the Offer and, subject to applicable
withdrawal rights, retain all tendered Shares until the expiration of the Offer,
as extended, subject to the terms of the Offer; (b) waive all of the unsatisfied
conditions and, subject to complying with applicable rules and regulations of
the SEC, accept for payment all Shares so tendered; or (c) terminate the Offer
and not accept for payment any Shares and return all tendered Shares to
tendering stockholders. In the event that we waive any condition set forth in
Section 14, the SEC may, if the waiver is deemed to constitute a material change
to the information previously provided to the stockholders, require that the
Offer remain open for an additional period of time and/or that we disseminate
information concerning such waiver.
We have made requests to Wesley Jessen, pursuant to Rule 14d-5 under the
Securities Exchange Act, for use of Wesley Jessen's stockholder list and
security position listings for purposes of disseminating the Offer to holders of
Shares.
THE OFFER AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION AND
SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
OFFER.
SUBSEQUENT OFFERING PERIOD. We reserve the right (but are not obligated),
in accordance with the applicable rules and regulations of the SEC, to provide a
subsequent offering period of three business days to 20 business days after the
expiration of the initial offering period of the Offer and our purchase of
Shares tendered in the Offer. A subsequent offering period would give
stockholders that do not
3
<PAGE>
tender in the initial offering period of the Offer another opportunity to tender
their Shares and receive the same offer price.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT.
Upon the terms and subject to the conditions of the Offer (including, if we
extend or amend the Offer, the terms and conditions of the Offer as so extended
or amended), we will purchase, by accepting for payment, and will pay for, all
Shares validly tendered and not properly withdrawn (as permitted by Section 4)
prior to the Expiration Date (or the expiration of the subsequent offering
period, as the case may be) promptly after the later of (a) the Expiration Date
(or, in the case of the subsequent offering period, the valid tender of Shares)
and (b) the satisfaction or waiver of the conditions to the Offer set forth in
Section 14. SEE SECTION 14. In addition, subject to applicable rules of the SEC,
we reserve the right to delay acceptance for payment of, or payment for, Shares
pending receipt of any regulatory or governmental approvals specified in
Section 15.
For information with respect to approvals that we are required to obtain
prior to the completion of the Offer, including under the HSR Act and other laws
and regulations, see Section 15.
In all cases, we will pay for Shares purchased in the Offer or the
subsequent offering period only after timely receipt by the Depositary of
(a) certificates representing the Shares or timely confirmation (a "Book-Entry
Confirmation") of the book-entry transfer of the Shares and, if the Distribution
Date (as defined below) occurs, certificates for (or a timely Book-Entry
Confirmation, if available, with respect to) the associated rights into the
Depositary's account at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in Section 3; (b) the
appropriate letter of transmittal (or a facsimile), properly completed and duly
executed, with any required signature guarantees or an Agent's Message (as
defined below) in connection with a book-entry transfer; and (c) any other
documents that the letter of transmittal requires.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of a
Book-Entry Confirmation that states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in the Book-Entry
Transfer Facility tendering the Shares that are the subject of the Book-Entry
Confirmation that the participant has received and agrees to be bound by the
terms of the letter of transmittal and that we may enforce that agreement
against the participant.
For purposes of the Offer, we will be deemed to have accepted for payment,
and purchased, Shares validly tendered and not properly withdrawn as, if and
when we give oral or written notice to the Depositary of our acceptance of the
Shares for payment pursuant to the Offer. In all cases, upon the terms and
subject to the conditions of the Offer, payment for Shares purchased pursuant to
the Offer or the subsequent offering period will be made by deposit of the
purchase price for the Shares with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from us and
transmitting payment to validly tendering Wesley Jessen stockholders.
UNDER NO CIRCUMSTANCES WILL WE PAY INTEREST ON THE PURCHASE PRICE FOR
SHARES.
If we do not purchase any tendered Shares pursuant to the Offer for any
reason, or if you submit certificates representing more Shares than you wish to
tender, we will return certificates representing unpurchased or untendered
Shares, without expense to you (or, in the case of Shares delivered by
book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedures set forth in Section 3, the Shares will be
credited to an account maintained within the Book-Entry Transfer Facility), as
promptly as practicable following the expiration, termination or withdrawal of
the Offer.
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IF, PRIOR TO THE EXPIRATION DATE, WE INCREASE THE PRICE OFFERED TO HOLDERS
OF SHARES IN THE OFFER, WE WILL PAY THE INCREASED PRICE TO ALL HOLDERS OF SHARES
THAT WE PURCHASE IN THE OFFER OR THROUGH THE MERGER, WHETHER OR NOT THE SHARES
WERE TENDERED BEFORE THE INCREASE IN PRICE.
We reserve the right to transfer or assign, in whole or from time to time in
part, to one or more of our subsidiaries or affiliates the right to purchase all
or any portion of the Shares tendered in the Offer, but any such transfer or
assignment will not relieve us of our obligations under the Offer or prejudice
your rights to receive payment for Shares validly tendered and accepted for
payment in the Offer.
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
VALID TENDER OF SHARES. Except as set forth below, in order for you to
tender Shares in the Offer, the Depositary must receive the letter of
transmittal (or a facsimile thereof), properly completed and signed, together
with any required signature guarantees or an Agent's Message in connection with
a book-entry delivery of Shares and any other documents that the letter of
transmittal requires at one of its addresses set forth on the back cover of this
Offer to Purchase and you must deliver share certificates representing tendered
Shares to the Depositary or you must cause your Shares to be tendered pursuant
to the procedure for book-entry transfer set forth below, and the Depositary
must receive Book-Entry Confirmation, in each case, on or prior to the
Expiration Date or the expiration of the subsequent offering period, as the case
may be, or (b) you must comply with the guaranteed delivery procedures set forth
below.
THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT YOUR OPTION AND SOLE RISK, AND DELIVERY WILL BE
CONSIDERED MADE ONLY WHEN THE DEPOSITARY ACTUALLY RECEIVES THE CERTIFICATES. IF
DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO
ENSURE TIMELY DELIVERY.
BOOK-ENTRY TRANSFER. The Depositary will make a request to establish
accounts with respect to the Shares at the Book-Entry Transfer Facility for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in the system of the
Book-Entry Transfer Facility may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer the Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures. However, although Shares may be delivered
through book-entry transfer into the Depositary's account at a Book-Entry
Transfer Facility, the Depositary must receive the letter of transmittal (or a
facsimile thereof), properly completed and signed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other required documents, at one of its addresses set forth on the back
cover of this Offer to Purchase on or before the Expiration Date or the
expiration of the subsequent offering period, as the case may be, or you must
comply with the guaranteed delivery procedure set forth below.
DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
SIGNATURE GUARANTEES. A bank, broker, dealer, credit union, savings
association or other entity that is a member in good standing of the Securities
Transfer Agents Medallion Program (an "Eligible Institution") must guarantee
signatures on all letters of transmittal, unless the Shares tendered are
tendered (a) by a registered holder of Shares who has not completed either the
box labeled "Special Payment Instructions" or the box labeled "Special Delivery
Instructions" on the letter of transmittal, or (b) for the account of an
Eligible Institution. SEE INSTRUCTION 1 OF THE LETTER OF TRANSMITTAL.
If the certificates are registered in the name of a person other than the
signer of the letter of transmittal, or if payment is to be made to, or
certificates for unpurchased Shares are to be issued or returned to, a person
other than the registered holder, then the tendered certificates must be
endorsed
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or accompanied by appropriate stock powers, signed exactly as the name or names
of the registered holder or holders appear on the certificates, with the
signatures on the certificates or stock powers guaranteed by an Eligible
Institution as provided in the letter of transmittal. SEE INSTRUCTIONS 1 AND 5
OF THE LETTER OF TRANSMITTAL.
If the certificates are forwarded separately to the Depositary, a properly
completed and duly executed letter of transmittal (or a facsimile thereof) must
accompany each delivery of share certificates.
GUARANTEED DELIVERY. If you want to tender Shares in the Offer and your
share certificates are not immediately available or time will not permit all
required documents to reach the Depositary on or before the Expiration Date or
the procedures for book-entry transfer cannot be completed on time, your Shares
may nevertheless be tendered if you comply with all of the following guaranteed
delivery procedures:
(a) your tender is made by or through an Eligible Institution;
(b) the Depositary receives, as described below, a properly completed
and signed notice of guaranteed delivery, substantially in the form made
available by us, on or before the Expiration Date; and
(c) the Depositary receives the share certificates (or a Book-Entry
Confirmation) representing all tendered Shares, in proper form for transfer
together with a properly completed and duly executed letter of transmittal
(or a facsimile thereof), with any required signature guarantees (or, in the
case of a book-entry transfer, an Agent's Message) and any other documents
required by the letter of transmittal within three trading days after the
date of execution of the notice of guaranteed delivery.
You may deliver the notice of guaranteed delivery by hand or mail or by
facsimile transmission to the Depositary. The notice of guaranteed delivery must
include a guarantee by an Eligible Institution in the form set forth in the
notice of guaranteed delivery and a representation that you own the Shares being
tendered within the meaning of Rule 14e-4 under the Securities Exchange Act.
Guaranteed delivery procedures are not available in the subsequent offering
period.
Notwithstanding any other provision of the Offer, we will pay for Shares
only after timely receipt by the Depositary of share certificates for, or of
Book-Entry Confirmation with respect to, the Shares, a properly completed and
duly executed letter of transmittal (or a facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message) and any other documents required by the appropriate letter of
transmittal. Accordingly, payment might not be made to all tendering
stockholders at the same time, and will depend upon when the Depositary receives
certificates or Book-Entry Confirmation that the Shares have been transferred
into the Depositary's account at a Book-Entry Transfer Facility.
BACKUP U.S. FEDERAL INCOME TAX WITHHOLDING. Under the backup U.S. federal
income tax withholding laws applicable to certain stockholders (other than
certain exempt stockholders, including, among others, all corporations and
certain foreign individuals), the Depositary may be required to withhold 31% of
the amount of any payments made to those stockholders pursuant to the Offer or
the Merger. To prevent backup U.S. federal income tax withholding, you must
provide the Depositary with your correct taxpayer identification number and
certify that you are not subject to backup U.S. federal income tax withholding
by completing the Substitute Form W-9 included in the letter of transmittal. SEE
INSTRUCTION 9 OF THE LETTER OF TRANSMITTAL.
APPOINTMENT AS PROXY. By executing the letter of transmittal, you
irrevocably appoint our designees, and each of them, as your agents,
attorneys-in-fact and proxies, with full power of substitution, in the manner
set forth in the letter of transmittal, to the full extent of your rights with
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respect to the Shares that you tender and that we accept for payment and with
respect to any and all other Shares and other securities or rights issued or
issuable in respect of those Shares on or after the date of this Offer to
Purchase. All such powers of attorney and proxies will be considered irrevocable
and coupled with an interest in the tendered Shares. This appointment will be
effective when we accept your Shares for payment in accordance with the terms of
the Offer. Upon such acceptance for payment, all other powers of attorney and
proxies given by you with respect to your Shares and such other securities or
rights prior to such payment will be revoked, without further action, and no
subsequent powers of attorney and proxies may be given by you (and, if given,
will not be deemed effective). Our designees will, with respect to the Shares
and such other securities and rights for which the appointment is effective, be
empowered to exercise all your voting and other rights as they in their sole
discretion may deem proper at any annual or special meeting of stockholders, or
any adjournment or postponement thereof, or by consent in lieu of any such
meeting or otherwise. In order for Shares to be deemed validly tendered,
immediately upon the acceptance for payment of such Shares, we or our designee
must be able to exercise full voting rights with respect to such Shares and
other securities, including voting at any meeting of stockholders.
DETERMINATION OF VALIDITY. All questions as to the form of documents and
the validity, eligibility (including time of receipt) and acceptance for payment
of any tender of Shares will be determined by us, in our sole discretion, which
determination will be final and binding on all parties. We reserve the absolute
right to reject any or all tenders determined by us not to be in proper form or
the acceptance of or payment for which may, in the opinion of our counsel, be
unlawful. We also reserve the absolute right to waive any of the conditions of
the Offer or any defect or irregularity in any tender of Shares of any
particular stockholder whether or not similar defects or irregularities are
waived in the case of other stockholders.
Our interpretation of the terms and conditions of the Offer will be final
and binding. No tender of Shares will be deemed to have been validly made until
all defects and irregularities with respect to the tender have been cured or
waived by us. None of Bausch & Lomb, the Purchaser or any of their respective
affiliates or assigns, the Dealer Manager, the Depositary, the Information Agent
or any other individual or entity will be under any duty to give any
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification.
Our acceptance for payment of Shares tendered pursuant to any of the
procedures described above will constitute a binding agreement between us and
you upon the terms and subject to the conditions of the Offer.
4. WITHDRAWAL RIGHTS.
Except as described in this Section 4, tenders of Shares made in the Offer
are irrevocable. You may withdraw Shares that you have previously tendered in
the Offer at any time on or before the Expiration Date, and, unless theretofore
accepted for payment as provided herein, may also be withdrawn at any time after
June 1, 2000. You may not withdraw Shares during any subsequent offering period.
SEE SECTION 1.
If, for any reason, acceptance for payment of any Shares tendered in the
Offer is delayed, or we are unable to accept for payment or pay for Shares
tendered in the Offer, then, without prejudice to our rights set forth in this
Offer to Purchase and subject to applicable law, the Depositary may,
nevertheless, on our behalf, retain Shares that you have tendered, and you may
not withdraw your Shares, except to the extent that you are entitled to and duly
exercise withdrawal rights as described in this Section 4. Any such delay will
be by an extension of the Offer to the extent required by law.
In order for your withdrawal to be effective, you must deliver a written or
facsimile transmission notice of withdrawal to the Depositary at one of its
addresses set forth on the back cover of this Offer to Purchase. Any such notice
of withdrawal must specify your name, the number of Shares that you
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want to withdraw, and (if certificates have been tendered) the name of the
registered holder of the Shares as shown on the certificate, if different from
your name. If certificates have been delivered or otherwise identified to the
Depositary, then prior to the physical release of such certificates, you must
submit the serial numbers shown on the particular certificates evidencing the
Shares to be withdrawn and an Eligible Institution must guarantee the signature
on the notice of withdrawal, except in the case of Shares tendered for the
account of an Eligible Institution. If Shares have been tendered pursuant to the
procedures for book-entry transfer set forth in Section 3, the notice of
withdrawal must specify the name and number of the account at the appropriate
Book-Entry Transfer Facility to be credited with the withdrawn Shares, in which
case a notice of withdrawal will be effective if delivered to the Depositary by
any method of delivery described in the first sentence of this paragraph. You
may not rescind a withdrawal of Shares. Any Shares that you withdraw will be
considered not validly tendered for purposes of the Offer, but you may tender
your Shares again at any time before the Expiration Date or the expiration of
the subsequent offering period, as the case may be, by following any of the
procedures described in Section 3.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by us, in our sole discretion, which
determination will be final and binding. None of Bausch & Lomb, the Purchaser or
any of their respective affiliates or assigns, the Dealer Manager, the
Depositary, the Information Agent or any other person or entity will be under
any duty to give any notification of any defects or irregularities in any notice
of withdrawal or incur any liability for failure to give any such notification.
5. MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.
Your receipt of cash for Shares in the Offer will be a taxable transaction
for U.S. federal income tax purposes and may also be a taxable transaction under
applicable state, local, foreign and other tax laws. For U.S. federal income tax
purposes, if you sell or exchange your Shares in the Offer, you would generally
recognize gain or loss equal to the difference between the amount of cash
received and your tax basis for the Shares that you sold or exchanged. That gain
or loss will be capital gain or loss (assuming you hold your Shares as a capital
asset), and any such capital gain or loss will be long term if, as of the date
of sale or exchange, you have held the Shares for more than one year or will be
short term if, as of such date, you have held the Shares for one year or less.
The discussion above may not be applicable to certain types of stockholders,
including stockholders who acquired Shares through the exercise of employee
stock options or otherwise as compensation, individuals who are not citizens or
residents of the United States, foreign corporations or entities that are
otherwise subject to special tax treatment under the Internal Revenue Code of
1986, as amended (such as insurance companies, tax-exempt entities and regulated
investment companies).
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT
TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING U.S. FEDERAL,
STATE AND LOCAL AND FOREIGN TAX CONSEQUENCES.
6. PRICE RANGE OF THE SHARES; DIVIDENDS.
The Shares are traded on The NASDAQ Stock Market under the symbol "WJCO."
The following table sets forth, for the periods indicated, the reported high and
low sale prices for the Shares on The NASDAQ Stock Market.
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WESLEY JESSEN VISIONCARE, INC.
<TABLE>
<CAPTION>
HIGH LOW
-------- --------
<S> <C> <C>
FISCAL 1997
First Quarter (from February 13, 1997)...................... $16.75 $14.63
Second Quarter.............................................. 25.88 13.00
Third Quarter............................................... 31.00 22.50
Fourth Quarter.............................................. 39.63 26.00
FISCAL 1998
First Quarter............................................... $40.25 $31.38
Second Quarter.............................................. 35.63 18.19
Third Quarter............................................... 26.38 16.13
Fourth Quarter.............................................. 28.25 16.13
FISCAL 1999
First Quarter............................................... $28.13 $20.25
Second Quarter.............................................. 35.50 25.00
Third Quarter............................................... 33.25 26.88
Fourth Quarter.............................................. 40.94 25.31
FISCAL 2000
First Quarter............................................... $40.00 $22.00
</TABLE>
Wesley Jessen has not paid quarterly dividends during the periods
represented above. On March 22, 2000, the last full day of trading before we
announced our proposal to acquire Wesley Jessen, the reported closing price on
The NASDAQ Stock Market for the Shares was $24.88 per share.
STOCKHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE SHARES.
7. POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK QUOTATION;
SECURITIES EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.
POSSIBLE EFFECTS OF THE OFFER ON THE MARKET FOR THE SHARES. The purchase of
Shares pursuant to the Offer will reduce the number of Shares that might
otherwise trade publicly and could adversely affect the liquidity and market
value of the remaining Shares held by the public. The purchase of Shares
pursuant to the Offer also can be expected to reduce the number of holders of
Shares. We cannot predict whether the reduction in the number of Shares that
might otherwise trade publicly would have an adverse or beneficial effect on the
market price for or marketability of the Shares or whether it would cause future
market prices to be greater or less than the Offer price.
STOCK QUOTATION. Depending upon the number of Shares purchased pursuant to
the Offer, the Shares may no longer meet the requirements of the National
Association of Securities Dealers, Inc. ("NASD") for continued inclusion in The
NASDAQ Stock Market, which require, among other things, that an issuer have at
least 200,000 publicly held shares, held by at least 400 stockholders or 300
stockholders of round lots, with a market value of at least $1,000,000. If these
standards are not met, the Shares might nevertheless continue to be included in
The NASDAQ Stock Market with quotations published in the NASDAQ "additional
list" or in one of the "local lists," but if the number of holders of the Shares
were to fall below 300, or if the number of publicly held Shares were to fall
below 100,000 or there were not at least two registered and active market makers
for the Shares, the NASD's rules provide that the Shares would no longer be
"qualified" for The NASDAQ Stock Market reporting and The NASDAQ Stock Market
would cease to provide any quotations. Shares held, directly or indirectly, by
directors, officers or beneficial owners of more than 10% of the Shares are not
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considered as being publicly held for this purpose. According to Wesley Jessen's
latest Annual Report on Form 10-K for the fiscal year ended December 31, 1999,
as of March 15, 2000, there were 17,620,087 Shares outstanding. If, as a result
of the purchase of Shares pursuant to the Offer or otherwise, the Shares no
longer meet the requirements of the NASD for continued inclusion in The NASDAQ
Stock Market or in any other tier of The NASDAQ Stock Market and the Shares are
no longer included in The NASDAQ Stock Market or in any other tier of The NASDAQ
Stock Market, as the case may be, the market for Shares could be adversely
affected.
In the event that the Shares no longer meet the requirements for continued
inclusion in any tier of The NASDAQ Stock Market, it is possible that the Shares
would continue to trade in the over-the-counter market and that price quotations
would be reported by other sources. The extent of the public market for the
Shares and the availability of such quotations would depend, however, upon the
number of holders of Shares remaining at such time, the interests in maintaining
a market in Shares on the part of securities firms, the possible termination of
registration of the Shares under the Securities Exchange Act, as described
below, and other factors.
SECURITIES EXCHANGE ACT REGISTRATION. The Shares currently are registered
under the Securities Exchange Act. The purchase of the Shares pursuant to the
Offer may result in the Shares becoming eligible for deregistration under the
Securities Exchange Act. Registration of the Shares may be terminated upon
application by Wesley Jessen to the SEC if the Shares are not listed on a
"national securities exchange" and there are fewer than 300 record holders of
Shares. Termination of registration of the Shares under the Securities Exchange
Act would substantially reduce the information that Wesley Jessen is required to
furnish to stockholders and the SEC, and would make certain provisions of the
Securities Exchange Act, such as the short-swing profit recovery provisions of
Section 16(b) and the requirements of furnishing a proxy statement in connection
with stockholders' meetings pursuant to Section 14(a) or 14(c) and the related
requirement of an annual report, no longer applicable to Wesley Jessen. If the
Shares are no longer registered under the Securities Exchange Act, the
requirements of Rule 13e-3 under the Securities Exchange Act with respect to
"going private" transactions would no longer be applicable to Wesley Jessen. In
addition, the ability of "affiliates" of Wesley Jessen and persons holding
"restricted securities" of Wesley Jessen to dispose of such securities pursuant
to Rule 144 promulgated under the Securities Act of 1933, as amended, may be
impaired or, with respect to certain persons, eliminated. If registration of the
Shares under the Securities Exchange Act were terminated, the Shares would no
longer be "margin securities" or eligible for stock exchange listing or
reporting on The NASDAQ Stock Market. We believe that the purchase of the Shares
pursuant to the Offer may result in the Shares becoming eligible for
deregistration under the Securities Exchange Act, and it would be our intention
to seek that Wesley Jessen make an application for termination of registration
of the Shares as soon as possible after successful completion of the Offer if
the Shares are then eligible for such termination.
If registration of the Shares is not terminated prior to the Merger, then
the registration of the Shares under the Securities Exchange Act and the listing
of the Shares on The NASDAQ Stock Market will be terminated following the
completion of the Merger.
MARGIN REGULATIONS. The Shares currently are "margin securities" under the
regulations of the Board of Governors of the Federal Reserve System, which
regulations have the effect, among other things, of allowing brokers to extend
credit on the collateral of the Shares for the purpose of buying, carrying or
trading in securities ("purpose loans"). Depending upon factors such as the
number of record holders of the Shares and the number and market value of
publicly held Shares, following the purchase of Shares pursuant to the Offer,
the Shares might no longer constitute "margin securities" for purposes of the
Federal Reserve Board's margin regulations and, therefore, could no longer be
used as collateral for purpose loans made by brokers. In addition, if
registration of the Shares under the Securities Exchange Act were terminated,
the Shares would no longer constitute margin securities.
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8. INFORMATION CONCERNING WESLEY JESSEN.
Wesley Jessen is a Delaware corporation with its principal executive offices
located at 333 East Howard Avenue, Des Plaines, Illinois 60018-5903, telephone
number: (847) 294-3000.
The following description of Wesley Jessen and its business has been taken
from Wesley Jessen's Annual Report on Form 10-K for the year ended December 31,
1999 and filed with the SEC and is qualified in its entirety by reference to
Wesley Jessen's Form 10-K:
Wesley Jessen is the leading worldwide developer, manufacturer and marketer
of specialty soft contact lenses, based on its share of the specialty lens
market. Wesley Jessen's products include cosmetic lenses, which change or
enhance the wearer's eye color appearance; toric lenses, which correct vision
for people with astigmatism; and premium lenses, which offer value-added
features, such as improved comfort for dry eyes and protection from ultra violet
light. Wesley Jessen offers a broad range of both conventional contact lenses,
which typically can be used for up to 24 months, and disposable contact lenses,
which are intended to be replaced at least every two weeks. Wesley Jessen was
founded in 1946.
Wesley Jessen develops proprietary technologies, manufacturing processes and
products through a combination of its in-house staff of more than 100 engineers
and scientists and Wesley Jessen-sponsored research by third-party experts.
Wesley Jessen is among the largest advertisers in the industry, and markets and
sells its products to consumers through advertising campaigns and to eyecare
practitioners through its salesforce and network of independent distributors,
which, together, sell Wesley Jessen products in more than 75 countries.
PREFERRED SHARE PURCHASE RIGHTS.
The following description of the rights does not purport to be complete and
is qualified in its entirety by reference to the rights agreement which is filed
as exhibit 1.1 to Wesley Jessen's registration statement on Form 8-A filed with
the SEC on November 22, 1999.
On November 16, 1999, the Wesley Jessen board authorized the issuance of one
right for each outstanding Share. Each right entitles the registered holder to
purchase from Wesley Jessen one one-thousandth of a share of Junior
Participating Preferred Stock, Series A, par value $.01 per share, of Wesley
Jessen (the "Preferred Shares") at a price of $180.00 per one one-thousandth of
a Preferred Share (the "Purchase Price"), subject to adjustment.
The rights will be evidenced by share certificates and not by separate
certificates until the earlier to occur of (a) the tenth day after a person or
group other than certain exempt persons (an "Acquiring Person"), together with
persons affiliated or associated with that Acquiring Person, has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding Shares (a "Triggering Event") and (b) the tenth business day
(subject to delay by action of the Wesley Jessen board in certain cases) after
the commencement or public disclosure of an intention to commence a tender offer
or exchange offer by a person other than an exempt person if, upon consummation
of the offer, such person could acquire beneficial ownership of 15% or more of
the outstanding Shares (the earlier of such dates being called the "Distribution
Date"). Bausch & Lomb believes that the Wesley Jessen board is obligated by its
fiduciary duties to delay the Distribution Date in respect of the Offer and make
public disclosure thereof.
Until the Distribution Date (or earlier redemption, exchange or expiration
of the rights), the rights will be transferred with and only with the Shares. As
soon as practicable following the Distribution Date, separate certificates
evidencing the rights will be mailed to holders of record of the Shares as of
the close of business on the Distribution Date, and those separate right
certificates alone will evidence the rights.
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The rights will first become exercisable after the Distribution Date (unless
sooner redeemed or exchanged). Until a right is exercised, the holder of that
right, as such, will have no rights as a stockholder of Wesley Jessen,
including, without limitation, the right to vote or to receive dividends. The
rights will expire at the close of business on November 26, 2009, unless earlier
redeemed or exchanged by Wesley Jessen as described below.
In the event that a person becomes an Acquiring Person, each right (other
than rights that are or were beneficially owned by the Acquiring Person and
certain related persons and transferees, which will thereafter be void) shall,
thereafter, be exercisable not for Preferred Shares, but for a number of Shares
having a market value of two times the exercise price of the right. In the event
that, at the time or after a person becomes an Acquiring Person, Wesley Jessen
is involved in a merger or other business combination in which (a) Wesley Jessen
is not the surviving corporation, (b) Shares are changed or exchanged, or
(c) 50% or more of Wesley Jessen's consolidated assets or earning power are
sold, then each right (other than rights that are or were owned by the Acquiring
Person and certain related persons and transferees, which will thereafter be
void) shall thereafter be exercisable for a number of shares of common stock of
the acquiring company having a market value of two times the exercise price of
the right.
In addition, at any time after a person has become an Acquiring Person, but
before a person has acquired beneficial ownership of 50% or more of the
outstanding Shares, Wesley Jessen may elect to exchange all or part of the
rights (excluding void rights held by an Acquiring Person and certain related
persons and transferees) for Shares on a one-for-one basis.
The Purchase Price payable, and the number and kind of securities, cash or
other property issuable, upon exercise of the rights are subject to adjustment
from time to time to prevent dilution (a) in the event of a stock dividend or
distribution on, or a subdivision or combination of, the Shares, (b) upon the
grant to holders of the Shares of rights, options or warrants to subscribe for
Shares or securities convertible into Shares at less than the current market
price, (c) upon the distribution to holders of the Shares of securities, cash,
evidences of indebtedness or assets (excluding regular periodic cash dividends
out of earnings or retained earnings) and (d) in connection with
recapitalizations of Wesley Jessen or reclassifications of the Shares.
No fractional Preferred Shares will be issued (other than fractions that are
integral multiples of one one-thousandth of a Preferred Share, which may, at the
election of Wesley Jessen, be evidenced by depositary receipts) and, in lieu of
those fractional Preferred Shares, Wesley Jessen will make an adjustment in cash
based on the market price of the Preferred Shares on the last trading date prior
to the date of exercise.
At any time prior to the earlier of (a) the tenth day after the public
announcement that a person has become an Acquiring Person and (b) November 26,
2009, the Wesley Jessen board may redeem the rights in whole, but not in part,
at a price of $0.001 per right (the "Redemption Price"). The Redemption Price
will be payable in cash, Shares (including fractional shares) or any other form
of consideration deemed appropriate by the Wesley Jessen board. Immediately upon
action of the Wesley Jessen board ordering redemption of the rights, the ability
of holders to exercise the rights will terminate and the only rights of such
holders will be to receive the Redemption Price.
At any time prior to the public announcement that a person has become an
Acquiring Person, the Wesley Jessen board may amend or supplement the rights
agreement without the approval of the rights agent or any holder of the rights.
Thereafter, the rights agreement may not be amended or changed in any manner
that would adversely affect the interests of the holders of the rights (other
than an Acquiring Person or an affiliate or associate of that Acquiring Person).
The OS Merger Agreement recites that the rights agreement has been amended
to render it inapplicable to the transactions contemplated by the OS Merger
Agreement and the OS Stock Option.
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The Offer is conditioned upon the rights having been redeemed by the Wesley
Jessen board or Bausch & Lomb and the Purchaser being satisfied, in their sole
discretion, that the rights are inapplicable to the Offer and any subsequent
business transaction involving Bausch & Lomb and Wesley Jessen, including the
Merger.
Unless the Rights Condition is satisfied, Wesley Jessen shareholders will be
required to tender one right for each Share tendered in order to effect a valid
tender of Shares in accordance with the procedures set forth in Section 2.
Unless the Distribution Date occurs, a tender of Shares will also constitute a
tender of the rights.
The Purchaser and Bausch & Lomb believe that, under the circumstances of the
Offer and under applicable law, the Wesley Jessen board has a fiduciary
obligation to redeem the rights (or amend the rights agreement to make the
rights inapplicable to the Offer and the Merger), and the Purchaser is hereby
requesting that the Wesley Jessen board do so. However, there can be no
assurance that the Wesley Jessen board will redeem the rights (or amend the
rights agreement).
INFORMATIONAL REQUIREMENTS. Wesley Jessen files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed at the SEC's
public reference room at 450 Fifth Street, N.W. Washington, D.C. 20549, or at
the SEC's public reference rooms in New York, New York and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Wesley Jessen's SEC filings are also available to the public
from commercial document retrieval services and at the Internet world wide web
site maintained by the SEC at HTTP://WWW.SEC.GOV.
Although we have no knowledge that any such information is untrue, we take
no responsibility for the accuracy or completeness of information contained in
this Offer with respect to Wesley Jessen or any of its subsidiaries or
affiliates or for any failure by Wesley Jessen to disclose events that may have
occurred or may affect the significance or accuracy of any such information.
9. INFORMATION CONCERNING BAUSCH & LOMB AND THE PURCHASER.
Bausch & Lomb is a New York corporation with principal executive offices
located at One Bausch & Lomb Place, Rochester, New York 14604-2701, telephone
number: (716) 338-6000. Bausch & Lomb is a leader in the development,
manufacture and marketing of healthcare products for the eye.
The Purchaser's principal executive offices are located care of Bausch &
Lomb at One Bausch & Lomb Place, Rochester, New York 14604-2701. The Purchaser
is a newly formed New York corporation and a wholly owned subsidiary of
Bausch & Lomb. The Purchaser has not conducted any business other than in
connection with the Offer and the Merger.
The name, business address, citizenship, present principal occupation and
employment history for the past five years of each of the directors and
executive officers of Bausch & Lomb and the Purchaser are set forth in
Schedule I to this Offer to Purchase.
Bausch & Lomb is subject to the information and reporting requirements of
the Securities Exchange Act, and is required to file periodic reports, proxy
statements and other information with the SEC relating to its business,
financial condition and other matters. Certain information, as of particular
dates, concerning Bausch & Lomb's business, principal physical properties,
capital structure, material pending legal proceedings, operating results,
financial condition, directors and officers (including their remuneration and
Bausch & Lomb stock options granted to them), the principal holders of Bausch &
Lomb's securities, any material interests of such persons in transactions with
Bausch & Lomb and certain other matters is required to be disclosed in proxy
statements and annual reports distributed to stockholders and filed with the
SEC. You may inspect or copy these reports, proxy statements and other
information at the SEC's public reference facilities and they should also be
available for inspection in the same manner as set forth with respect to Wesley
Jessen in Section 8.
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On March 24, 2000, Bausch & Lomb purchased 100 Shares at $33.63 per share
and 100 Shares at $34.13 per share through ordinary brokerage transactions on
The NASDAQ Stock Market (100 of which are held of record by and beneficially
owned by Bausch & Lomb, and 100 of which are beneficially owned by Bausch & Lomb
and held of record by Cede & Co., as nominee of The Depositary Trust Company).
Except as set forth elsewhere in this Offer to Purchase or Schedule I to this
Offer to Purchase: (a) neither Bausch & Lomb nor, to Bausch & Lomb's knowledge,
any of the persons listed in Schedule I to this Offer to Purchase or any
associate or majority owned subsidiary of Bausch & Lomb or of any of the persons
so listed, beneficially owns or has a right to acquire any Shares or any other
equity securities of Wesley Jessen; (b) neither Bausch & Lomb nor, to Bausch &
Lomb's knowledge, any of the persons or entities referred to in clause (a) above
or any of their executive officers, directors or subsidiaries has effected any
transaction in the Shares or any other equity securities of Wesley Jessen during
the past 60 days; (c) neither Bausch & Lomb nor, to Bausch & Lomb's knowledge,
any of the persons listed in Schedule I to this Offer to Purchase, has any
contract, arrangement, understanding or relationship with any other person with
respect to any securities of Wesley Jessen (including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guaranties of loans, guaranties against loss or the giving or
withholding of proxies, consents or authorizations); (d) during the two years
prior to the date of this Offer to Purchase, there have been no transactions
that would require reporting under the rules and regulations of the SEC between
Bausch & Lomb or any of Bausch & Lomb's subsidiaries or, to Bausch & Lomb's
knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on
the one hand, and Wesley Jessen or any of its executive officers, directors or
affiliates, on the other hand; and (e) during the two years prior to the date of
this Offer to Purchase, there have been no contacts, negotiations or
transactions between Bausch & Lomb or any of Bausch & Lomb's subsidiaries or, to
Bausch & Lomb's knowledge, any of the persons listed in Schedule I to this Offer
to Purchase, on the one hand, and Wesley Jessen or any of its subsidiaries or
affiliates, on the other hand, concerning a merger, consolidation or
acquisition, a tender offer or other acquisition of securities, an election of
directors or a sale or other transfer of a material amount of assets.
10. BACKGROUND OF THE OFFER; CONTACTS WITH WESLEY JESSEN.
As part of the continuous evaluation of its businesses and plans, Bausch &
Lomb regularly considers a variety of strategic options and transactions. In
recent years, as part of this process, Bausch & Lomb has evaluated various
alternatives for expanding its contact lens business, including the advisability
of an acquisition, and has, from time to time, analyzed opportunities for
consolidation in the contact lens industry and discussed such matters with its
board of directors.
In mid-November 1999, a financial advisor representing Wesley Jessen
inquired as to Bausch & Lomb's interest in discussing a possible business
combination with Wesley Jessen. On November 30, 1999, the same financial advisor
inquired again, this time in writing, as to Bausch & Lomb's interest in a
meeting with Mr. Kevin Ryan, Chairman and Chief Executive Officer of Wesley
Jessen, to discuss possible strategic actions with Wesley Jessen. In response,
Mr. Alan Farnsworth, Vice President--Business Development of Bausch & Lomb,
contacted Mr. Ryan directly to confirm that Mr. William Carpenter, Chairman and
Chief Executive Officer of Bausch & Lomb, would be interested in meeting with
Mr. Ryan. Messrs. Carpenter and Ryan met on February 3, 2000 in Rochester, New
York. At this meeting, Messrs. Carpenter and Ryan had a general discussion about
whether to pursue discussions of a business combination, with Mr. Carpenter
stating that Bausch & Lomb required that any transaction be nondilutive to
Bausch & Lomb. They concluded that mutual interest in pursuing discussions
existed.
Thereafter, in mid-February 2000, Messrs. Carpenter and Ryan agreed to
convene a small working group to discuss potential synergies achievable in a
business combination. This small working group, consisting of Mr. Farnsworth,
Mr. Carl Sassano, President and Chief Operating Officer of Bausch &
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Lomb, Mr. Efrain Rivera, Vice President and Controller of Bausch & Lomb's Global
Vision Care business, Mr. Ryan and Mr. Edward Kelley, Vice President-Finance and
Chief Financial Officer of Wesley Jessen, met on February 28, 2000 to explore
potential synergies in a possible transaction. The meeting went well, and the
group concluded that, on a preliminary basis, approximately $30 million of
annual cost savings might be achievable. Contemporaneously with this meeting,
Bausch & Lomb and Wesley Jessen entered into a confidentiality agreement.
Bausch & Lomb considered that these preliminary discussions had gone well
and were an appropriate basis to pursue a business combination. Bausch & Lomb's
internal review led it to the conclusion that an acquisition of Wesley Jessen
would be highly desirable for both companies. A Bausch & Lomb/Wesley Jessen
combination would be pro-competitive because the combined company could offer a
broader line of products on a cost-effective basis and would, therefore, be a
stronger participant in the highly competitive global market. Moreover, because
of Bausch & Lomb's strong financial position, it would be able to offer a cash
transaction at a substantial premium without exposing Wesley Jessen to any
financing uncertainty or contingency.
Accordingly, on March 7, 2000, Mr. Carpenter called Mr. Ryan to report his
conclusion that the meeting had gone well, that there appeared to be a strong
fit between Bausch & Lomb and Wesley Jessen, and to recommend that the parties
move ahead on further due diligence and discussions of a business combination.
Mr. Carpenter stated that a business combination would need to be a cash
transaction that was nondilutive to Bausch & Lomb. He stated further that, while
Bausch & Lomb would have to "stretch" to do so, Bausch & Lomb would offer a cash
transaction in the high $30s range on a per-share basis for Wesley Jessen if the
parties could continue the collaborative efforts, find further synergies and
assure the business fit. Mr. Carpenter added that the process could be concluded
rapidly. Mr. Ryan stated that he would consider the matter, speak to his board
and get back to Mr. Carpenter.
Mr. Carpenter did not hear from Mr. Ryan again until March 13, 2000. On
March 13, Mr. Ryan asked Mr. Carpenter to confirm what Mr. Carpenter had said on
March 7, 2000, which Mr. Carpenter did. Mr. Ryan again stated he would get back
to Mr. Carpenter.
On March 20, 2000, Wesley Jessen and Ocular Sciences announced that the two
companies had entered into an agreement to combine the two companies in an
at-market, no premium transaction. Bausch & Lomb was surprised by this
announcement because, despite the strong business fit of Bausch & Lomb with
Wesley Jessen, Wesley Jessen had apparently agreed to a transaction providing
for significantly inferior value to Wesley Jessen shareholders compared to the
transaction discussed with Bausch & Lomb and had done so without getting back to
Bausch & Lomb, completing the process with Bausch & Lomb, or informing Bausch &
Lomb that an alternative transaction was under consideration. Therefore, on
March 23, 2000, Bausch & Lomb, with the strong support of the Bausch & Lomb
board, sent the following letter to Wesley Jessen and made public release of its
interest in Wesley Jessen, including the letter. Mr. Carpenter phoned Mr. Ryan
shortly prior to the release to inform him of the letter but was unable to reach
Mr. Ryan.
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March 23, 2000
Mr. Kevin Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Dear Kevin:
As I am sure you can appreciate, we at Bausch & Lomb were surprised and
disappointed to read in the news on Monday morning that Wesley Jessen had
entered into an at-market transaction with Ocular Sciences. In light of our
discussions over the past few weeks with you and the clear willingness we
demonstrated to pay a substantial premium to the shareholders of Wesley
Jessen, we fail to understand why you would enter into a business
combination transaction without any premium to the shareholders of Wesley
Jessen, rather than a transaction with Bausch & Lomb which not only makes
greater business sense for your company but offers vastly superior economics
to your shareholders.
Based upon the persuasive business rationale for combining our companies
and on the exciting synergy opportunities presented, both of which you and
your team embraced emphatically at our meeting on February 28, 2000, we have
concluded that the strategic and financial advantages of combining our two
companies are too compelling to ignore. We believe that the interests of
every Wesley Jessen constituency would be enhanced by a transaction with
Bausch & Lomb: your shareholders would obtain the best possible price for
their shares in the company, your customers would reap the benefits of our
complementary product offerings and heightened efficiencies, and your
business partners, suppliers and the communities you support would enjoy a
continued and strengthened relationship with a stronger, dynamic and
creative company, a proven global leader in the vision care field. In
addition, we have developed great respect for your management, and believe
that the management teams and employees of both of our companies will have
the opportunities and benefits associated with being part of a larger,
stronger and more diversified company.
Accordingly, Bausch & Lomb is offering to acquire Wesley Jessen in a
cash transaction in which your shareholders would receive $34 in cash for
each share they own, or approximately $600 million in total consideration.
This price represents approximately a 37% premium to Wesley Jessen's current
share price. We believe that this is a full and fair price that fairly
reflects the benefits to be obtained from a combination of our businesses
and presents a unique and compelling opportunity for the shareholders of
Wesley Jessen. We have discussed this proposal with our Board of Directors
and have their enthusiastic support.
Given Bausch & Lomb's strong financial condition, the proposed
transaction would not be subject to any financing contingencies. In
addition, we are highly confident that a Bausch & Lomb/ Wesley Jessen
transaction would be pro-competitive because the combined company could
offer a broader line of products on a cost-effective basis and would
therefore be a stronger competitor in a highly competitive global market. As
a result, we strongly believe that our transaction can be completed and the
$34 per share in cash delivered to your shareholders on at least as timely a
basis as an Ocular Sciences deal.
We are convinced that the combination of our companies would provide the
best possible transaction for you with the most attractive premium for your
shareholders. It is our strong preference to negotiate a transaction that
has the support of your Board of Directors. Given the clear superiority of
our offer to the proposed Ocular Sciences transaction, we would like to meet
with you and your advisors as soon as possible to finalize a definitive
agreement between our companies.
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We are committed to bringing a mutually beneficial Bausch & Lomb/Wesley
Jessen combination to a successful conclusion and would be willing to discuss
any aspect of our proposal with you.
Sincerely,
William M. Carpenter
On Monday, March 27, 2000, the last day on which nominees for election to
the Wesley Jessen board in 2000 could be put forward in accordance with Wesley
Jessen's bylaws, Bausch & Lomb delivered a notice to Wesley Jessen of its intent
to nominate three independent directors, William Balderston III, Joseph P.
Clayton and Charles I. Plosser, for election to the three positions on the
Wesley Jessen board to be filled at the Wesley Jessen 2000 Annual Meeting of
Stockholders. On the same date, Cede & Co., the record holder of 100 shares
beneficially owned by Bausch & Lomb, at the request of Bausch & Lomb, delivered
a similar notice to Wesley Jessen.
Also on Monday, March 27, 2000, Mr. Ryan called Mr. Carpenter. They did not
discuss the substance of Bausch & Lomb's March 23, 2000 proposal but Mr. Ryan
informed Mr. Carpenter that he might phone Mr. Carpenter again on Wednesday,
March 29, 2000.
On Wednesday, March 29, 2000, not having heard from Mr. Ryan, Mr. Carpenter
sent the following letter to Wesley Jessen.
March 29, 2000
Board of Directors
Wesley Jessen VisionCare, Inc.
c/o Mr. Kevin Ryan
333 East Howard Avenue
Des Plaines, IL 60018-5903
Mr. Kevin J. Ryan
Chairman, President and Chief Executive Officer
Wesley Jessen VisionCare, Inc.
333 East Howard Avenue
Des Plaines, IL 60018-5903
Dear Kevin:
I'm disappointed that I haven't heard from you today, as our
conversation on Monday had led me to expect that I would. I tried to contact
you by phone this afternoon, but was told again that you were unavailable.
I would like to reiterate our sincere interest in entering into
meaningful discussions. We are prepared to meet with you at any time. It is
difficult to understand your continued silence. If we do not hear from you
by 10:00 a.m. (EST) on Friday, March 31, 2000 that you are prepared
immediately to begin meaningful discussions with us, you will have left us
no choice but to take our offer directly to your shareholders through a
tender offer.
Regards,
Bill
On Thursday, March 30, 2000, Wesley Jessen filed the OS Merger Agreement and
OS Stock Option with the SEC. These filings showed that Wesley Jessen, as part
of the no-premium Ocular Sciences merger, had agreed (a) to grant the OS Stock
Option, designed to impair the ability to obtain a pooling transaction with any
party other than Ocular Sciences, at any price, and (b) to pay Ocular Sciences
up to $25 million in cash in order to allow Wesley Jessen to exercise its
fiduciary obligations to permit stockholders to participate in a superior
transaction. Bausch & Lomb considered these provisions to be an irresponsible
waste of Wesley Jessen stockholder value.
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On the evening of Thursday, March 30, 2000, Wesley Jessen announced that the
Wesley Jessen board had rejected Bausch & Lomb's proposal and was committed to
its no-premium merger with Ocular Sciences. Bausch & Lomb then determined to
take its superior proposal directly to Wesley Jessen shareholders through a
tender offer and issued a press release as follows:
BAUSCH & LOMB TO COMMENCE TENDER OFFER
TO ACQUIRE WESLEY JESSEN FOR $34 PER SHARE
For Release Friday, March 31, 2000
Rochester, N.Y.--Bausch & Lomb (NYSE: BOL) will commence a tender offer
on Monday, April 3, 2000 for all of the outstanding shares of Wesley Jessen
VisionCare, Inc. (Nasdaq: WJCO) at a price of $34 per share in cash. This
price represents a premium of 37 percent over Wesley Jessen's closing price
on March 22, 2000, the day before Bausch & Lomb announced its acquisition
proposal. Following the completion of the tender offer, Bausch & Lomb
intends to acquire any shares not purchased in the offer for the same cash
price paid in the tender offer. The tender offer will not be subject to any
financing contingencies.
William M. Carpenter, chairman and chief executive officer of Bausch &
Lomb, said, "We are surprised that Wesley Jessen has rejected our premium
offer, and has not talked to us. Our premium offer is full, fair and
superior to the no-premium Ocular Sciences merger. Wesley Jessen's public
statements reflect completely unrealistic expectations and a continued
unwillingness to deal with us directly. While it remains our preference to
negotiate a mutally acceptable transaction in which Wesley Jessen management
would become a part of our team, Bausch & Lomb remains committed to pursuing
this transaction given the compelling strategic and financial benefits it
presents. That is why we are prepared to take our offer directly to the
Wesley Jessen shareholders - the owners of company, who stand to benefit
signficantly from our proposal."
On Monday, April 3, 2000, Bausch & Lomb commenced the Offer.
On April 3, 2000, Bausch & Lomb commenced litigation against Wesley Jessen,
its board of directors and Ocular Sciences in the Court of Chancery of the State
of Delaware, where both Wesley Jessen and Ocular Sciences are incorporated.
Bausch & Lomb's complaint states that the Wesley Jessen/Ocular Sciences merger
was entered into in breach of the Wesley Jessen board's fiduciary duties to act
on a fully informed basis and to advance the best interests of Wesley Jessen
shareholders. The complaint seeks injunctive relief against the OS merger
agreement, seeks to require the Wesley Jessen board to redeem the preferred
share purchase rights to permit shareholders to accept the Offer and requests a
declaration that any break-up fee Ocular Sciences receives it holds as a
constructive trustee.
11. PURPOSE OF THE OFFER; STATUTORY REQUIREMENTS; APPROVAL OF THE MERGER;
APPRAISAL RIGHTS; PLANS FOR WESLEY JESSEN.
PURPOSE. The purpose of the Offer and the Merger is to acquire control of,
and the entire equity interest in, Wesley Jessen. The Offer, as the first step
in the acquisition of Wesley Jessen, is intended to facilitate the acquisition
of all of the Shares. The purpose of the Merger is to acquire all capital stock
of Wesley Jessen not purchased pursuant to the Offer or otherwise.
STATUTORY REQUIREMENTS. Under Delaware law, a merger of a Delaware
corporation may be effected if, among other things, the board of directors of
the Delaware corporation adopts a resolution approving an agreement of merger
containing provisions with respect to certain statutorily specified matters and
the stockholders of such Delaware corporation approve the merger by affirmative
vote of the holders of a majority of all the outstanding shares of stock
entitled to vote on such merger. The Shares entitle the holders thereof to
voting rights. Accordingly, if, as a result of the Offer or otherwise, the
Purchaser acquires or controls the voting power of a majority of the outstanding
Shares, the Purchaser could, and intends to, approve the Merger, subject to any
required approval of the Merger by Wesley Jessen's board and submission of the
matter to a stockholder vote.
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In addition, under Delaware law, if a corporation (the "parent corporation")
owns at least 90% of each class of stock of another corporation (the "subsidiary
corporation"), the parent corporation, through a resolution of the board of
directors of the parent corporation and a filing with the Delaware Secretary of
State, may effect a merger of the subsidiary corporation with the parent
corporation (also known as a "short-form merger") without the action of the
other stockholders of the subsidiary corporation. Accordingly, if, as a result
of the Offer or otherwise, the Purchaser acquires at least 90% of the Shares,
the Purchaser could, and intends to, effect the Merger as a short-form merger
without prior notice to, or any action by, any other Wesley Jessen stockholder.
APPROVAL OF THE MERGER. Under Delaware law (as described above), a merger
other than a short-form merger can only be effected with the approval of the
board of directors of each of the merging corporations. Bausch & Lomb has
requested that the Wesley Jessen board enter into discussions immediately to
enter into definitive agreements for a business combination, approve the Offer
and the Merger and take such actions as are necessary or appropriate to
effectuate the completion of the Offer and the Merger and believes that the
Wesley Jessen board is obligated by its fiduciary duties to do so.
APPRAISAL RIGHTS. No appraisal rights are available in connection with the
Offer. However, if the Merger is consummated, Wesley Jessen stockholders whose
Shares are not purchased in the Offer will have certain rights under
Section 262 of the Delaware law to dissent and demand appraisal of, and payment
in cash of the fair value of, their Shares. Such rights, if the statutory
procedures were complied with, could lead to a judicial determination of the
fair value (excluding any element of value arising from the accomplishment or
expectation of the Merger) required to be paid in cash to such dissenting
holders for their Shares. Any such judicial determination of the fair value of
Shares could be based upon considerations other than, or in addition to, the
price paid in the Offer and the market value of the Shares, including asset
values and the investment value of the Shares. The value so determined could be
more or less than the purchase price per the applicable Share pursuant to the
Offer or the consideration per the applicable Share to be paid in the Merger.
In addition, several decisions by Delaware courts have held that, in certain
instances, a controlling stockholder of a corporation involved in a merger has a
fiduciary duty to the other stockholders that requires the merger to be fair to
such other stockholders. In determining whether a merger is fair to minority
stockholders, the Delaware courts have considered, among other things, the type
and amount of consideration to be received by the stockholders and whether there
were fair dealings among the parties. Although the remedies of rescission or
other damages are possible in an action challenging a merger as a breach of
fiduciary duty, decisions of the Delaware courts have indicated that in most
cases the remedy available in a merger that is found not to be "fair" to
minority stockholders is a damages remedy based on essentially the same
principles as an appraisal.
THE FOREGOING SUMMARY OF THE RIGHTS OF OBJECTING STOCKHOLDERS DOES NOT
PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO BE FOLLOWED BY WESLEY
JESSEN STOCKHOLDERS DESIRING TO EXERCISE ANY AVAILABLE DISSENTERS' RIGHTS.
THE PRESERVATION AND EXERCISE OF DISSENTERS' RIGHTS REQUIRE STRICT ADHERENCE
TO THE APPLICABLE PROVISIONS OF THE DELAWARE LAW.
PLANS FOR WESLEY JESSEN. In connection with the Offer, Bausch & Lomb and
the Purchaser have reviewed and will continue to review various possible
business strategies that they might consider in the event that the Purchaser
acquires control of Wesley Jessen, whether pursuant to the Offer, the Merger or
otherwise. Such changes could include, among other things, changes in Wesley
Jessen's business corporate structure, capitalization and management.
12. SOURCE AND AMOUNT OF FUNDS.
The Purchaser estimates that the total amount of funds required to purchase
all Shares (assuming the exercise of all outstanding employee and director stock
options) pursuant to the Offer will be approximately $692 million on a gross
basis and approximately $667 on a net basis (taking into account
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proceeds receivable from the exercise of such options). Bausch & Lomb will
ensure that the Purchaser has sufficient funds to acquire all of the outstanding
Shares pursuant to the Offer and the Merger.
Bausch & Lomb has possession of, or has available to it, sufficient funds to
close the Offer and the Merger, and will cause the Purchaser to have sufficient
funds available to close the Offer and the Merger. Bausch & Lomb intends to
obtain the necessary funds from available cash and working capital as well as
through the issuance of long- or short-term debt securities (including, without
limitation, commercial paper and/or medium-term notes) or through borrowings
under Bausch & Lomb's existing bank facilities with various commercial banks.
Such financings would be on customary terms for borrowers of such type. In the
event that such financings were unavailable, Bausch & Lomb will arrange
alternate financing.
13. DIVIDENDS AND DISTRIBUTIONS.
If, on or after April 3, 2000, Wesley Jessen should (a) split, combine or
otherwise change the Shares or its capitalization, (b) acquire or otherwise
cause a reduction in the number of outstanding Shares or other securities or
(c) issue or sell additional Shares (other than the issuance of Shares under
Wesley Jessen employee and director stock options outstanding prior to April 3,
2000, in accordance with the terms of those stock options as publicly disclosed
prior to April 3, 2000), shares of any other class of capital stock, other
voting securities or any securities convertible into or exchangeable for, or
rights, warrants or Wesley Jessen stock options, conditional or otherwise, to
acquire, any of the foregoing, then, subject to the provisions of Section 14,
the Purchaser, in its sole discretion, may make those adjustments as it deems
appropriate in the purchase price and other terms of the Offer, including,
without limitation, the number or type of securities offered to be purchased, to
reflect that action.
If, on or after April 3, 2000, Wesley Jessen should declare or pay any cash
dividend on the Shares or make any other distribution on the Shares, or issue
with respect to the Shares any additional Shares, shares of any other class of
capital stock, other voting securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire, any of the
foregoing, payable or distributable to stockholders of record on a date prior to
the transfer of the Shares purchased pursuant to the Offer to the Purchaser or
its nominee or transferee on Wesley Jessen's stock transfer records, then,
subject to the provisions of Section 14, (a) the purchase price pursuant to the
Offer may, in the sole discretion of the Purchaser, be reduced by the amount of
that cash dividend or cash distribution and (b) the whole of that noncash
dividend, distribution or issuance to be received by the tendering Wesley Jessen
stockholders will (1) be received and held by the tendering Wesley Jessen
stockholders for the account of the Purchaser and will be required to be
promptly remitted and transferred by each tendering Wesley Jessen stockholder to
the Depositary for the account of the Purchaser, accompanied by appropriate
documentation of transfer, or (2) at the direction of the Purchaser, be
exercised for the benefit of the Purchaser, in which case the proceeds of that
exercise will promptly be remitted to the Purchaser. Pending that remittance and
subject to applicable law, the Purchaser will be entitled to all rights and
privileges as owner of any such noncash dividend, distribution, issuance or
proceeds and may withhold the entire purchase price pursuant to the Offer or
deduct from the purchase price pursuant to the Offer the amount or value
thereof, as determined by the Purchaser, in its sole discretion.
14. CONDITIONS OF THE OFFER.
Notwithstanding any other provisions of the Offer, the Purchaser will not be
required to accept for payment or, subject to any applicable rules and
regulations of the SEC, including Rule 14e-1(c) promulgated under the Exchange
Act, pay for any tendered Shares and may terminate or amend the Offer, if:
(a) there have not been validly tendered and not properly withdrawn prior to
the Expiration Date for the Offer that number of Shares that represent at least
a majority of the total number of outstanding Shares on a fully diluted basis
(including the exercise of all outstanding options) as of the date those Shares
are accepted for payment pursuant to the Offer,
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(b) the rights have not been redeemed by the Wesley Jessen board, or the
Purchaser and Bausch & Lomb are not satisfied, in their sole discretion, that
the rights are inapplicable to the Offer and any subsequent business transaction
involving Bausch & Lomb and Wesley Jessen, including the Merger,
(c) the Purchaser and Bausch & Lomb will not be satisfied, in their sole
discretion, that the provisions of Section 203 of the Delaware law are
inapplicable to the acquisition of Shares pursuant to the Offer and any
subsequent business transaction involving Bausch & Lomb, the Purchaser and
Wesley Jessen, including the Merger,
(d) the OS Merger Agreement and any related agreements, including the OS
Stock Option, will not have been terminated without any fee or other obligation
paid or owing other than any fees required to be paid in accordance with the
terms of those agreements as filed with the SEC prior to April 3, 2000,
(e) any applicable waiting period under the HSR Act or under any applicable
foreign statutes or regulations will not have expired or been terminated (or, to
the extent required, governmental approvals obtained) prior to the Expiration
Date, or
(f) at any time on or after April 3, 2000 and prior to the time of
acceptance for payment or payment for any Shares, any of the following events
(each, an "Event") will occur:
(1) there will be any action taken, or any statute, rule, regulation,
legislation, interpretation, judgment, order or injunction enacted,
enforced, promulgated, amended, issued or deemed applicable to the Offer, by
any legislative body, court, government or governmental, administrative or
regulatory authority or agency, domestic or foreign, other than the
application of the waiting period provisions of the HSR Act to the Offer or
to the Merger, that, in the reasonable judgment of Bausch & Lomb, would be
expected to, directly or indirectly:
- make illegal or otherwise prohibit or materially delay consummation of
the Offer or the Merger or seek to obtain material damages or make
materially more costly the making of the Offer,
- prohibit or materially limit the ownership or operation by Bausch &
Lomb or the Purchaser of all or any material portion of the business or
assets of Wesley Jessen or any of its subsidiaries taken as a whole or
compel Bausch & Lomb or the Purchaser to dispose of or hold separately
all or any material portion of the business or assets of Bausch & Lomb
or the Purchaser or Wesley Jessen or any of its subsidiaries taken as a
whole, or seek to impose any material limitation on the ability of
Bausch & Lomb or Wesley Jessen to conduct its business or own such
assets,
- impose material limitations on the ability of Bausch & Lomb or the
Purchaser effectively to acquire, hold or exercise full rights of
ownership of the Shares, including, without limitation, the right to
vote any Shares acquired or owned by the Purchaser or Bausch & Lomb on
all matters properly presented to the stockholders of Bausch & Lomb,
- require divestiture by Bausch & Lomb or the Purchaser of any Shares, or
- result in a material adverse effect on Bausch & Lomb or Wesley Jessen;
or
(2) there will be instituted or pending any action or proceeding by any
governmental entity seeking, or that would reasonably be expected to result
in, any of the consequences referred to in the clauses of paragraph (1)
above or by any third party for which there is a reasonable likelihood of
resulting in any of the consequences referred to in the clauses of
paragraph (1) above; or
(3) any change will have occurred (or any development will have occurred
involving prospective changes) in the business, assets, liabilities,
condition (financial or otherwise), prospects or results of operations of
Wesley Jessen or any of its subsidiaries that has, or could reasonably be
expected to have, in the sole discretion of Bausch & Lomb or Purchaser, a
material adverse effect on Wesley Jessen or, assuming consummation of the
Offer or the Merger, Bausch & Lomb; or
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<PAGE>
(4) there will have occurred, and continued to exist,
- any general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange or on the over-the-counter
stock market, as reported by The NASDAQ Stock Market,
- any decline of at least 25% in either the Dow Jones Average of
Industrial Stocks or the Standard & Poor's 500 Index from the close of
business on the last trading day immediately preceding April 3, 2000
through the applicable Expiration Date,
- a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States, or
- a commencement of a war, armed hostilities or other national or
international crisis involving the United States or a material
limitation (whether or not mandatory) by any governmental entity on the
extension of credit by banks or other lending institutions; or
(5) except as and to the extent publicly disclosed in a report filed by
Wesley Jessen with the SEC prior to April 3, 2000, Wesley Jessen or any of
its subsidiaries shall have, directly or indirectly,
- split, combined or otherwise changed, or authorized or proposed a
split, combination or other change of, the Shares or its
capitalization,
- acquired or otherwise caused a reduction in the number of, or
authorized or proposed the acquisition or other reduction in the number
of, outstanding Shares or other securities, other than a redemption of
the rights in accordance with the terms of the rights agreement as
publicly disclosed to be in effect prior to April 3, 2000,
- issued, distributed or sold, or authorized, proposed or announced the
issuance, distribution or sale of, additional Shares (other than the
issuance of Shares under Wesley Jessen employee and director stock
options outstanding prior to April 3, 2000, in accordance with the
terms of such stock options as publicly disclosed prior to April 3,
2000), shares of any other class of capital stock, other voting
securities or any securities convertible into or exchangeable for, or
rights, warrants or options to acquire, any of the foregoing,
- declared or paid, or proposed to declare or pay, any dividend or other
distribution, whether payable in cash, securities or other property, on
or with respect to any shares of Wesley Jessen capital stock (other
than a distribution of the rights certificates or a redemption of the
rights in accordance with the rights agreement as publicly disclosed to
be in effect prior to April 3, 2000),
- altered or proposed to alter any material term of any outstanding
security (including the rights) (other than to amend the rights
agreement to make the rights inapplicable to the Offer and any
subsequent business transaction involving Bausch & Lomb, Purchaser and
Wesley Jessen, including the Merger and other than a delay or deferral
of the Distribution Date),
- issued, distributed or sold, or authorized or proposed the issuance,
distribution or sale of any debt securities or any securities
convertible into or exchangeable for debt securities or any rights,
warrants or options entitling the holder thereof to purchase or
otherwise acquire any debt securities or incurred, or authorized or
proposed the incurrence of, any debt other than in the ordinary course
of business or any debt containing burdensome covenants,
- authorized, recommended, proposed, entered into or announced its
intention to enter into an agreement with respect to, or to cause, any
merger (other than the Merger), consolidation, liquidation,
dissolution, business combination, acquisition of assets or securities,
disposition of assets, release or relinquishment of any material
contractual or other right of Wesley Jessen or any of its subsidiaries
or any comparable event not in the ordinary course of business,
22
<PAGE>
- authorized, recommended, proposed or entered into, or announced its
intention to authorize, recommend, propose or enter into, any agreement
or arrangement with any person or group that, in the sole judgment of
Bausch & Lomb or Purchaser, could adversely affect either the value of
Wesley Jessen or any of its subsidiaries or the value of the Shares to
the Purchaser, Bausch & Lomb or any other affiliate of Bausch & Lomb,
- amended or proposed, adopted or authorized any amendment to the
Restated Certificate of Incorporation or By-laws of Wesley Jessen or
any of its subsidiaries or the rights agreement (other than any
amendment which provides that the rights are inapplicable to the Offer
and any subsequent business transaction involving Bausch & Lomb,
Purchaser and Wesley Jessen, including the Merger, and other than a
delay or deferral of the Distribution Date),
- entered into any employment, severance or similar agreement,
arrangement or plan with or for the benefit of any of its employees or
entered into or amended any agreements, arrangements or plans so as to
provide for increased or accelerated benefits to the employees as a
result of or in connection with the transactions contemplated by the
Offer, the Merger or any other business combination, or
- except as may be required by law, taken any action to terminate or
amend any employee benefit plan (as defined in Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended) of Wesley
Jessen or any of its subsidiaries; or
(6) the Purchaser shall become aware
- that any material contractual right of Wesley Jessen or any of its
subsidiaries shall be impaired or otherwise adversely affected or that
any material amount of indebtedness of Wesley Jessen or any of its
subsidiaries shall become accelerated or otherwise become due or become
subject to acceleration prior to its stated due date, in any case, with
or without notice or the lapse of time or both, as a result of or in
connection with the Offer or the consummation by the Purchaser, Wesley
Jessen or any other affiliate of Wesley Jessen of the Merger or any
other business combination involving Wesley Jessen and Bausch & Lomb,
- of any covenant, term or condition in any of the instruments or
agreements of Wesley Jessen or any of its subsidiaries that, in the
sole judgment of the Purchaser, is or may be (whether considered alone
or in the aggregate with other such covenants, terms or conditions)
materially adverse to either the value of Wesley Jessen or any of its
subsidiaries or the value of the Shares to the Purchaser, Bausch & Lomb
or any other affiliate of Bausch & Lomb or the consummation by the
Purchaser, Bausch & Lomb or any other affiliate of Bausch & Lomb of the
Offer or the Merger or any other business combination involving Wesley
Jessen and Bausch & Lomb (including, without limitation, any event of
default that may occur as a result of or in connection with the Offer
or the Merger or any other business combination involving Wesley Jessen
and Bausch & Lomb or any non-competition, exclusivity, co-promotion or
marketing or other arrangement), or
- that any report, document, instrument, financial statement or schedule
filed with the SEC contained, when filed, an untrue statement of a
material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading;
or
(7) a tender or exchange offer for any Shares shall have been made or
publicly proposed to be made by any other person (including Wesley Jessen or
any of its subsidiaries or affiliates), or it shall have been publicly
disclosed or the Purchaser shall have otherwise learned that
- any person, entity (including Wesley Jessen or any of its subsidiaries)
or "group" (within the meaning of Section 13(d)(3) of the Securities
Exchange Act) shall have acquired or proposed to acquire beneficial
ownership of more than 5% of any class or series of capital stock of
Wesley Jessen (including the Shares) or any of its subsidiaries,
through the
23
<PAGE>
acquisition of stock, the formation of a group or otherwise, or shall
have been granted any right, option or warrant, conditional or
otherwise, to acquire beneficial ownership of more than 5% of any class
or series of capital stock of Wesley Jessen (including the Shares) or
any of its subsidiaries, other than (A) acquisitions of Shares for BONA
FIDE arbitrage purposes only or (B) as disclosed in a Schedule 13G
filed with the SEC with respect to Wesley Jessen prior to April 3,
2000,
- any such person, entity or group that, prior to April 3, 2000, had
filed such a Schedule 13G with respect to Wesley Jessen with the SEC,
shall have acquired or proposed to acquire (other than acquisitions of
Shares for BONA FIDE arbitrage purposes only), through the acquisition
of stock, the formation of a group or otherwise, beneficial ownership
of additional shares of any class or series of capital stock of Wesley
Jessen (including the Shares) or any of its subsidiaries constituting
2% or more of any such class or series, or shall have been granted any
option, right or warrant, conditional or otherwise, to acquire
beneficial ownership of shares of any class or series of capital stock
of Wesley Jessen (including the Shares) or any of its subsidiaries
constituting 2% or more of any such class or series,
- any person or group shall have entered into a definitive agreement or
an agreement in principle or made a proposal with respect to a tender
offer or exchange offer or a merger, consolidation or other business
combination with or involving Wesley Jessen or any of its subsidiaries,
or
- any person shall have filed a Notification and Report Form under the
HSR Act (or amended a prior filing to increase the applicable filing
threshold set forth therein) or made a public announcement reflecting
an intent to acquire Wesley Jessen or any assets or subsidiaries of
Wesley Jessen (other than a filing by Ocular Sciences in respect of the
OS Merger Agreement); or
(8) any approval, permit, authorization, favorable review or consent of
any governmental entity (including those described or referred to in
Section 15) shall not have been obtained on terms satisfactory to Purchaser
and Bausch & Lomb in their sole discretion which, in the sole judgment of
the Purchaser and Bausch & Lomb, in any such case and regardless of the
circumstances (including any action or inaction by the Purchaser, Bausch &
Lomb or any other affiliate of Bausch & Lomb) giving rise to any such
condition, makes it inadvisable to proceed with the Offer and/or with such
acceptance for payment or payment.
The foregoing conditions are for the sole benefit of Bausch & Lomb and the
Purchaser and may be asserted by Bausch & Lomb or the Purchaser regardless of
the circumstances (including any action or inaction by Bausch & Lomb or the
Purchaser) giving rise to any such conditions and may be waived by Bausch & Lomb
or the Purchaser in whole or in part at any time and from time to time, in each
case, in the exercise of the sole discretion of Bausch & Lomb and the Purchaser.
The failure by Bausch & Lomb or the Purchaser at any time to exercise any of the
foregoing rights shall not be deemed a waiver of any such right and each such
right shall be deemed an ongoing right that may be asserted at any time and from
time to time.
A public announcement may be made of a material change in, or waiver of,
such conditions and the Offer may, in certain circumstances, be extended in
connection with any such change or waiver.
15. LEGAL MATTERS; REQUIRED REGULATORY APPROVALS.
Except as set forth in this Offer to Purchase, based on our review of
publicly available filings by Wesley Jessen with the SEC and other information
regarding Wesley Jessen, we are not aware of any licenses or regulatory permits
that appear to be material to the business of Wesley Jessen and its
subsidiaries, taken as a whole, and that might be adversely affected by our
acquisition of Shares in the Offer. In addition, we are not aware of any
filings, approvals or other actions by or with any governmental authority or
administrative or regulatory agency that would be required for our
24
<PAGE>
acquisition or ownership of the Shares. Should any such approval or other action
be required, we expect to seek such approval or action, except as described
under "State Takeover Laws." Should any such approval or other action be
required, we cannot be certain that we would be able to obtain any such approval
or action without substantial conditions or that adverse consequences might not
result to Wesley Jessen's or its subsidiaries' businesses, or that certain parts
of Wesley Jessen's, Bausch & Lomb's, the Purchaser's or any of their respective
subsidiaries' businesses might not have to be disposed of or held separate in
order to obtain such approval or action. In that event, we may not be required
to purchase any Shares in the Offer. See Introduction and Section 14 for a
description of the conditions to the Offer.
STATE TAKEOVER LAWS. A number of states (including Delaware, where Wesley
Jessen is incorporated) have adopted takeover laws and regulations that purport
to be applicable to attempts to acquire securities of corporations that are
incorporated in those states or that have substantial assets, stockholders,
principal executive offices or principal places of business in those states. To
the extent that these state takeover statutes purport to apply to the Offer or
the Merger, we believe that those laws conflict with U.S. federal law and are an
unconstitutional burden on interstate commerce. In 1982, the Supreme Court of
the United States, in EDGAR v. MITE CORP., invalidated on constitutional grounds
the Illinois Business Takeovers Statute, which, as a matter of state securities
law, made takeovers of corporations meeting certain requirements more difficult.
The reasoning in that decision is likely to apply to certain other state
takeover statutes. In 1987, however, in CTS CORP. v. DYNAMICS CORP. OF AMERICA,
the Supreme Court of the United States held that the State of Indiana could as a
matter of corporate law and, in particular, those aspects of corporate law
concerning corporate governance, constitutionally disqualify a potential
acquiror from voting on the affairs of a target corporation without the prior
approval of the remaining stockholders, as long as those laws were applicable
only under certain conditions. Subsequently, in TLX ACQUISITION CORP. v. TELEX
CORP., a federal district court in Oklahoma ruled that the Oklahoma statutes
were unconstitutional insofar as they apply to corporations incorporated outside
Oklahoma, because they would subject those corporations to inconsistent
regulations. Similarly, in TYSON FOODS, INC. v. MCREYNOLDS, a federal district
court in Tennessee ruled that four Tennessee takeover statutes were
unconstitutional as applied to corporations incorporated outside Tennessee. This
decision was affirmed by the United States Court of Appeals for the Sixth
Circuit. In December 1988, a federal district court in Florida held, in GRAND
METROPOLITAN PLC v. BUTTERWORTH, that the provisions of the Florida Affiliated
Transactions Act and Florida Control Share Acquisition Act were unconstitutional
as applied to corporations incorporated outside of Florida.
We have not attempted to comply with any state takeover statutes in
connection with the Offer or the Merger. We reserve the right to challenge the
validity or applicability of any state law allegedly applicable to the Offer or
the Merger, and nothing in this Offer to Purchase nor any action that we take in
connection with the Offer is intended as a waiver of that right. In the event
that it is asserted that one or more takeover statutes apply to the Offer or the
Merger, and it is not determined by an appropriate court that the statutes in
question do not apply or are invalid as applied to the Offer or the Merger, as
applicable, we may be required to file certain documents with, or receive
approvals from, the relevant state authorities, and we might be unable to accept
for payment or purchase Shares tendered in the Offer or be delayed in continuing
or consummating the Offer. In that case, we may not be obligated to accept for
purchase, or pay for, any Shares tendered. SEE SECTION 14.
ANTITRUST. Under the HSR Act, and the related rules and regulations that
have been issued by the U.S. Federal Trade Commission, certain acquisition
transactions may not be consummated until certain information and documentary
material have been furnished for review by the Federal Trade Commission and the
Antitrust Division of the U.S. Department of Justice and certain waiting period
requirements have been satisfied. These requirements apply to our acquisition of
Shares in the Offer and the Merger.
Under the HSR Act, the purchase of Shares in the Offer may not be completed
until the expiration of a 15-calendar-day waiting period following the filing of
certain required information and
25
<PAGE>
documentary material concerning the Offer with the Federal Trade Commission and
the Antitrust Division, unless the waiting period is earlier terminated by the
Federal Trade Commission and the Antitrust Division. We expect to file a
Premerger Notification and Report Form under the HSR Act with the Federal Trade
Commission and the Antitrust Division in connection with the purchase of Shares
in the Offer and the Merger. The waiting period will expire fifteen days after
that filing unless earlier terminated by the Federal Trade Commission or the
Antitrust Division or we receive a request for additional information or
documentary material prior to that time. If a request for additional information
is issued, the waiting period would then expire ten days after Bausch & Lomb
substantially complies with the request. After that time, the waiting period
could be extended only by court order or with our consent. The Federal Trade
Commission or the Antitrust Division may terminate the additional
10-calendar-day waiting period before its expiration. In practice, complying
with a request for additional information or documentary material can take a
significant period of time. Although Wesley Jessen will be required to file
certain information and documentary material with the Federal Trade Commission
and the Antitrust Division in connection with the Offer, neither Wesley Jessen's
failure to make those filings nor a request made to Wesley Jessen from the
Federal Trade Commission or the Antitrust Division for additional information or
documentary material will extend the waiting period with respect to the purchase
of Shares in the Offer and the Merger.
The Federal Trade Commission and the Antitrust Division frequently
scrutinize the legality under the antitrust laws of transactions such as our
acquisition of Shares in the Offer and the Merger. At any time before or after
our purchase of Shares, the Federal Trade Commission or the Antitrust Division
could take any action under the antitrust laws that either considers necessary
or desirable in the public interest, including seeking to enjoin the purchase of
Shares in the Offer and the Merger, the divestiture of Shares purchased in the
Offer or the divestiture of substantial assets of Bausch & Lomb, the Purchaser,
Wesley Jessen or any of their respective subsidiaries or affiliates. Private
parties as well as state attorneys general may also bring legal actions under
the antitrust laws under certain circumstances. SEE SECTION 14.
Based upon an examination of publicly available information relating to the
businesses in which Wesley Jessen is engaged, we believe that the acquisition of
Shares in the Offer and the Merger should not violate the applicable antitrust
laws. Nevertheless, we cannot be certain that a challenge to the Offer and the
Merger on antitrust grounds will not be made, or, if such challenge is made,
what the result will be. SEE SECTION 14.
FOREIGN APPROVALS. According to publicly available information, Wesley
Jessen owns property and conducts business in a number of other foreign
countries and jurisdictions. In connection with the acquisition of the Shares in
the Offer or the Merger, the laws of certain of those foreign countries and
jurisdictions may require the filing of information with, or the obtaining of
the approval or consent of, governmental authorities in such countries and
jurisdictions. The governments in those countries and jurisdictions might
attempt to impose additional conditions on Wesley Jessen's operations conducted
in those countries and jurisdictions as a result of the acquisition of the
Shares in the Offer or the Merger. If such approvals or consents are found to be
required, we intend to make the appropriate filings and applications. In the
event such a filing or application is made for the requisite foreign approvals
or consents, we cannot be certain that such approvals or consents will be
granted and, if such approvals or consents are received, we cannot be certain as
to the date of those approvals or consents. In addition, we cannot be certain
that we will be able to cause Wesley Jessen or its subsidiaries to satisfy or
comply with those laws or that compliance or noncompliance will not have adverse
consequences for Wesley Jessen or any subsidiary of Wesley Jessen after purchase
of the Shares pursuant to the Offer or the Merger.
16. FEES AND EXPENSES.
Warburg Dillon Read LLC is acting as the Dealer Manager in connection with
the Offer and has provided certain financial advisory services to Bausch & Lomb
in connection with the Offer and the
26
<PAGE>
Merger. We will pay the Dealer Manager's reasonable and customary compensation
for such services, plus reimbursement for reasonable out-of-pocket expenses. We
have agreed to indemnify the Dealer Manager against certain liabilities in
connection with its services as the Dealer Manager and financial advisor,
including certain liabilities under the U.S. federal securities laws. At any
time, the Dealer Manager may trade the Shares for its own account or for the
accounts of customers and, accordingly, may hold a long or short position in the
Shares.
We have retained MacKenzie Partners, Inc. as Information Agent in connection
with the Offer. The Information Agent may contact holders of Shares by mail,
telephone, telex, telegraph and personal interview and may request brokers,
dealers and other nominee stockholders to forward material relating to the Offer
to beneficial owners of Shares. We will pay the Information Agent reasonable and
customary compensation for these services in addition to reimbursing the
Information Agent for its reasonable out-of-pocket expenses. We have agreed to
indemnify the Information Agent against certain liabilities and expenses in
connection with the Offer, including certain liabilities under the U.S. federal
securities laws.
In addition, we have retained Wilmington Trust Company as the Depositary. We
will pay the Depositary reasonable and customary compensation for its services
in connection with the Offer, will reimburse the Depositary for its reasonable
out-of-pocket expenses and will indemnify the Depositary against certain
liabilities and expenses, including certain liabilities under the U.S. federal
securities laws.
Except as set forth above, we will not pay any fees or commissions to any
broker, dealer or other person for soliciting tenders of Shares pursuant to the
Offer. We will reimburse brokers, dealers, commercial banks and trust companies
and other nominees, upon request, for customary clerical and mailing expenses
incurred by them in forwarding offering materials to their customers.
17. MISCELLANEOUS.
We are not aware of any jurisdiction where the making of the Offer is
prohibited by any administrative or judicial action pursuant to any valid state
statute. If we become aware of any valid state statute prohibiting the making of
the Offer or the acceptance of the Shares, we will make a good faith effort to
comply with that state statute. If, after a good faith effort, we cannot comply
with the state statute, we will not make the Offer to, nor will we accept
tenders from or on behalf of, the holders of Shares in that state.
We have filed with the SEC a Schedule TO, together with exhibits, furnishing
certain additional information with respect to the Offer, and may file
amendments to our Schedule TO. Our Schedule TO and any exhibits or amendments
may be examined and copies may be obtained from the SEC in the same manner as
described in Section 8 with respect to information concerning Wesley Jessen,
except that copies will not be available at the regional offices of the SEC.
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION ON OUR BEHALF NOT CONTAINED IN THIS OFFER OR IN THE LETTER OF
TRANSMITTAL AND, IF GIVEN OR MADE, YOU SHOULD NOT RELY ON ANY SUCH INFORMATION
OR REPRESENTATION AS HAVING BEEN AUTHORIZED.
Neither the delivery of the Offer nor any purchase pursuant to the Offer
will under any circumstances create any implication that there has been no
change in the affairs of Bausch & Lomb, the Purchaser, Wesley Jessen or any of
their respective subsidiaries since the date as of which information is
furnished or the date of this Offer.
DYLAN ACQUISITION INC.
April 3, 2000
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<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF BAUSCH & LOMB
DIRECTORS AND EXECUTIVE OFFICERS OF BAUSCH & LOMB. The following table sets
forth the name and present principal occupation or employment and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of Bausch & Lomb. The business address of each
such person is c/o Bausch & Lomb, One Bausch & Lomb Place, Rochester, New York
14604-2701, and each such person is a citizen of the United States of America.
DIRECTORS OF BAUSCH & LOMB
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ---- -----------------------------------------------------
<S> <C>
Franklin E. Agnew Director of The Prudential Insurance Company of America and
business consultant to private industry. Trustee in
reorganization of Sharon Steel Corporation, 1989 to 1990.
William M. Carpenter Chairman of Bausch & Lomb since January 1999; Chief
Executive Officer of Bausch & Lomb since 1997. Joined Bausch
& Lomb in March 1995 as Executive Vice President and Global
Business Manager, Eyewear, and was named President and Chief
Operating Officer in December 1995. Former President and
Chief Executive Officer of Reckitt & Colman, Inc., the U.S.
subsidiary of Reckitt & Colman, plc.
Ruth R. McMullin Chairperson of trustees of Eagle-Picher Personal Injury
Settlement Trust. Member of the faculty of the Yale School
of Management as a Management Fellow, 1994 to 1995.
President and Chief Executive Officer of the Harvard
Business School Publishing Corporation, 1992 to 1994.
Linda Johnson Rice President and Chief Operating Officer of Johnson Publishing
Company since 1987. In such capacity, oversees the editorial
content of EBONY and JET magazines, in addition to
management of Johnson Publishing. President of Fashion Fair
Cosmetics, a division of Johnson Publishing. Director of
Kimberly-Clark Corporation, The Quaker Oats Company and VIAD
Corp.
Domenico De Sole President and Chief Executive Officer of Gucci Group N.V., a
multi-brand luxury goods company, since 1995.
Kenneth L. Wolfe Chairman and Chief Executive Officer of Hershey Foods
Corporation, a food products manufacturing firm, since 1994.
Director of the Hershey Trust Company and Carpenter
Technology Corporation.
Jonathan S. Linen Vice Chairman and member of the Office of the Chief
Executive of American Express Company, a diversified
worldwide travel and financial services company, since 1993.
Chairman of the board of trustees of the National Urban
League and member of the board of governors of the American
Red Cross. Former President and Chief Executive Officer of
Shearson Lehman Brothers. Former President and Chief
Operating Officer of American Express Travel Related
Services Company, Inc.
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT HISTORY
- ---- -----------------------------------------------------
<S> <C>
John R. Purcell Chairman and Chief Executive Officer of Grenadier Associates
Ltd., a venture banking firm, since 1989. Director of
Omnicom Group, Inc., eLoyalty Corporation and Journal
Register Company. Former Chairman of Donnelley Marketing,
Inc., a data-based direct marketing company, from 1991 to
1997.
Alvin W. Director of the Oak Ridge National Laboratory, a
Trivelpiece, multi-program science and energy research laboratory managed
Ph.D. by Lockheed Martin Energy Research Corporation for the U.S.
Department of Energy, since 1989. President of Lockheed
Martin Energy Research since 1996. Member of the National
Academy of Engineering.
William H. Waltrip Chairman of the Board of Technology Solutions Company, a
systems integration company, since 1993, and former Chief
Executive Officer of Technology Solutions. Director of
Teachers Insurance and Annuity Association and Thomas &
Betts Corporation. Former Chairman and Chief Executive
Officer of Bausch & Lomb. Former Chairman and Chief
Executive Officer of Biggers Brothers, Inc., a food service
distribution company, from 1991 to 1993.
</TABLE>
I-2
<PAGE>
EXECUTIVE OFFICERS OF BAUSCH & LOMB
<TABLE>
<CAPTION>
DATE BECAME
NAME PRESENT TITLE EXECUTIVE OFFICER EMPLOYMENT HISTORY
- --------------------- ------------------------- ----------------- ----------------------------------
<S> <C> <C> <C>
William M. Carpenter Chairman and Chief 3/95 Chairman and Chief Executive
Executive Officer Officer since January 1999; Chief
Executive Officer (1997 to 1998);
President and Chief Operating
Officer (1995 to 1996); Executive
Vice President, Global Business
Manager, Eyewear (1995); President
and Chief Executive Officer,
Reckitt & Colman (1993 to 1995).
Carl E. Sassano President and Chief 1/94 President and Chief Operating
Operating Officer Officer since January 1999;
Executive Vice President and
President--Vision Care (1997 to
1998); Senior Vice President and
Global Business Manager, Vision
Care (1996); Senior Vice President
and President, Contact Lens
Division (1994 to 1996).
Dwain L. Hahs Senior Vice President, 4/97 Senior Vice President and
Global Vision Care President, Global Vision Care
since November 1999; Special
Assistant to the President
(October 1999 to November 1999);
President, Ray Ban Sun Optics,
Luxottica Group SpA (June 1999 to
September 1999); Executive Vice
President and President--Eyewear
(April 1997 to June 1999); Senior
Vice President, International
Operations (1996 to 1997); Vice
President and President Europe,
Middle East and Africa Division
(1994 to 1996).
Daryl M. Dickson Senior Vice President, 11/96 Senior Vice President, Human
Human Resources Resources since November 1996;
Vice President Human Resources
(Foods Group), Quaker Oats Company
(1993 to 1996).
</TABLE>
I-3
<PAGE>
<TABLE>
<CAPTION>
DATE BECAME
NAME PRESENT TITLE EXECUTIVE OFFICER EMPLOYMENT HISTORY
- --------------------- ------------------------- ----------------- ----------------------------------
<S> <C> <C> <C>
Hakan S. Edstrom Senior Vice President and 11/99 Senior Vice President and
President, Global President, Global Surgical since
Surgical November 1999; Senior Vice
President and President
Surgical/Pharmaceutical (January
1999 to October 1999); Vice
President and President, Bausch &
Lomb Surgical (December 1997 to
December 1998); President and
Chief Financial Officer,
ChironVision (1997); President
Hoefer Pharmacia Biotech, Inc.
(1997); Senior Vice President,
Corporate Ophthalmic Business
Development, Pharmacia & Upjohn,
Inc. (1996 to 1997); President and
Chief Executive Officer, Pharmacia
Opthalmics Inc. (1989 to 1996).
Stephen C. McCluski Senior Vice President, 1/94 Senior Vice President and Chief
Chief Financial Officer Financial Officer since 1995; Vice
President and Controller (1994).
Thomas M. Riedhammer, Senior Vice President, 1/94 Senior Vice President, Chief
Ph.D. Chief Technical Officer Technical Officer and President,
and President, Global Global Pharmaceuticals since
Pharmaceuticals November 1999; Senior Vice
President and Chief Technical
Officer (January 1999 to October
1999); Senior Vice President and
President, Worldwide
Pharmaceuticals (1998); Senior
Vice President and President,
Worldwide Pharmaceuticals,
Surgical, and Hearing Care
Products (1994 to 1998); Vice
President (1993 to 1994);
President, Worldwide
Pharmaceuticals (1994).
Robert B. Stiles Senior Vice President and 6/97 Senior Vice President and General
General Counsel Counsel since June 1997; Staff
Vice President and Assistant
General Counsel (1994 to 1997);
Assistant General Counsel (1991 to
1994).
Jurij Z. Kushner Vice President, 12/97 Vice President, Controller since
Controller 1995; Vice President, Operations,
Personal Products Division (1994
to 1995); Vice President and
Controller, Personal Products
Division (1992 to 1994).
</TABLE>
I-4
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The following table sets
forth the name and present principal occupation or employment, and material
occupations, positions, offices or employments for the past five years of each
director and executive officer of the Purchaser. The business address of each
such person is c/o Bausch & Lomb, at One Bausch & Lomb Place, Rochester, New
York 14604-2701, and each such person is a citizen of the United States of
America.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
---------------------------- -------------------------------
<S> <C> <C>
1. DIRECTORS OF PURCHASER William M. Carpenter Chairman and Chief Executive
Chairman of the Board and Officer of Bausch & Lomb since
Director January 1999; Chief Executive
Officer (1997 to 1998);
President and Chief Operating
Officer (1995 to 1996) of
Bausch & Lomb; Executive Vice
President, Global Business
Manager, Eyewear (1995);
President and Chief Executive
Officer, Reckitt & Colman (1993
to 1995).
Stephen C. McCluski Senior Vice President and Chief
Director Financial Officer of Bausch &
Lomb since 1995; Vice President
and Controller of Bausch & Lomb
(1994).
Carl E. Sassano President and Chief Operating
Director Officer of Bausch & Lomb since
January 1999; Executive Vice
President and President--Vision
Care (1997 to 1998); Senior
Vice President and Global
Business Manager, Vision Care
(1996); Senior Vice President
and President, Contact Lens
Division (1994 to 1996).
</TABLE>
I-5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME FIVE-YEAR EMPLOYMENT HISTORY
---------------------------- -------------------------------
<S> <C> <C>
2. EXECUTIVE OFFICERS OF THE Carl E. Sassano President and Chief Operating
PURCHASER President Officer of Bausch & Lomb since
January 1999; Executive Vice
President and President--Vision
Care (1997 to 1998); Senior
Vice President and Global
Business Manager, Vision Care
(1996); Senior Vice President
and President, Contact Lens
Division (1994 to 1996).
Stephen C. McCluski Senior Vice President and Chief
Vice President and Treasurer Financial Officer of Bausch &
Lomb since 1995; Vice President
and Controller of Bausch & Lomb
(1994).
Robert B. Stiles Senior Vice President and
Vice President and Secretary General Counsel of Bausch &
Lomb since June 1997; Staff
Vice President and Assistant
General Counsel (1994 to 1997)
of Bausch & Lomb; Assistant
General Counsel (1991 to 1994)
of Bausch & Lomb.
</TABLE>
I-6
<PAGE>
Facsimile copies of letters of transmittal, properly completed and duly
executed, will be accepted. The appropriate letter of transmittal, certificates
for Shares and any other required documents should be sent or delivered by each
stockholder of Wesley Jessen or his broker, dealer, commercial bank, trust
company or other nominee to the Depositary at one of its addresses set forth
below:
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND/OVERNIGHT COURIER:
Attn: Corporate Trust (302) 651-1079 Wilmington Trust Company
Operations 1105 North Market Street
Wilmington Trust Company FOR CONFIRMATION TELEPHONE: Wilmington, DE 19801
Rodney Square North (302) 651-8869 Attn: Corporate Trust
1100 North Market Street Operations
Wilmington, DE 19890-0001
</TABLE>
You may direct questions and requests for assistance to the Information
Agent at its address and telephone number set forth below. You may obtain
additional copies of this Offer to Purchase, the letter of transmittal and other
tender offer materials from the Information Agent as set forth below and they
will be furnished promptly at our expense. You may also contact your broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, NY 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
[LOGO OF WARBURG DILLON READ LLC]
299 PARK AVENUE
NEW YORK, NEW YORK 10171
CALL COLLECT: (212) 821-6694
<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED APRIL 3, 2000
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY OF
BAUSCH & LOMB INCORPORATED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME,
ON FRIDAY, APRIL 28, 2000, UNLESS THE OFFER IS EXTENDED
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND/OVERNIGHT COURIER:
Attn: Corporate Trust Operations (302) 651-1079 Wilmington Trust Company
Wilmington Trust Company FOR CONFIRMATION TELEPHONE: 1105 North Market Street
Rodney Square North (302) 651-8869 Wilmington, DE 19801
1100 North Market Street Attn: Corporate Trust Operations
Wilmington, DE 19890-0001
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by stockholders, either if
Share Certificates (as defined below) are to be forwarded herewith or, unless an
Agent's Message (as defined in the Offer to Purchase, as referred to below) is
utilized, if tenders of Shares are to be made by book-entry transfer into the
account of Wilmington Trust Company, as Depositary (the "Depositary"), at The
Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC") pursuant
to the procedures set forth in Section 3 of the Offer to Purchase. Stockholders
who tender Shares by book-entry transfer are referred to herein as "Book-Entry
Stockholders."
<TABLE>
<CAPTION>
DESCRIPTION OF SHARES TENDERED
- ------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARE CERTIFICATE(S) AND SHARES TENDERED
APPEAR(S) ON CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)*
- ------------------------------------------------------------------------------------------------------------------
SHARES TOTAL NUMBER OF NUMBER OF
CERTIFICATE SHARES REPRESENTED SHARES
NUMBER(S) BY CERTIFICATE(S) TENDERED**
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
------------------------------------------------
------------------------------------------------
------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Total Shares
- ------------------------------------------------------------------------------------------------------------------
* Need not be completed by Book-Entry Stockholders.
** Unless otherwise indicated, all Shares represented by Share Certificates delivered to the Depositary will be
deemed to have been tendered. See Instruction 4.
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Holders of outstanding shares of common stock, par value $0.01 per share,
including associated preferred share purchase rights ("Shares") of Wesley Jessen
VisionCare, Inc., whose certificates for such Shares (the "Share Certificates")
are not immediately available or who cannot deliver their Share Certificates and
all other required documents to the Depositary on or prior to the Expiration
Date (as defined in the Offer to Purchase), or who cannot complete the procedure
for book-entry transfer on a timely basis, must tender their Shares according to
the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. SEE INSTRUCTION 2 OF THIS LETTER OF TRANSMITTAL. Delivery of documents
to the Book-Entry Transfer Facility does not constitute delivery to the
Depositary.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
/ / CHECK HERE IF SHARES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER MADE TO AN
ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):
Name of Tendering Institution: _____________________________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s): ____________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution that Guaranteed Delivery: ______________________________
Account Number: ____________________________________________________________
Transaction Code Number: ___________________________________________________
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tenders to Dylan Acquisition Inc., a New York
corporation (the "Purchaser"), and a wholly owned subsidiary of Bausch & Lomb
Incorporated, a New York corporation ("Bausch & Lomb"), the above-described
shares of common stock, par value $0.01 per share (the "Shares"), of Wesley
Jessen VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at a purchase
price of $34.00 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 3, 2000 (the "Offer to Purchase"), and in this Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer"). The undersigned understands that the Purchaser reserves the right to
transfer or assign, in whole or from time to time in part, to one or more of its
affiliates the right to purchase all or any portion of the Shares tendered
pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of the Shares
tendered herewith in accordance with the terms of the Offer, including, without
limitation, Section 14 of the Offer to Purchase, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Purchaser all right, title
and interest in and to all of the Shares that are being tendered hereby and any
and all dividends, distributions, rights, other Shares or other securities
issued, paid or distributed or issuable, payable or distributable in respect of
such Shares on or after April 3, 2000 and prior to the transfer to the name of
the Purchaser (or a nominee or transferee of the Purchaser) on Wesley Jessen's
stock transfer records of the Shares tendered herewith (collectively, a
"Distribution"), and appoints the Depositary the true and lawful agent,
attorney-in-fact and proxy of the undersigned with respect to such Shares (and
any Distribution), with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest) to (a) deliver such
Share Certificates (and any Distribution) or transfer ownership of such Shares
(and any Distribution) on the account books maintained by the Book-Entry
Transfer Facility, together, in either case, with appropriate evidences of
transfer, to the Depositary for the account of the Purchaser, (b) present such
Shares (and any Distribution) for transfer on the books of Wesley Jessen and
(c) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Shares (and any Distribution), all in accordance with the
terms and subject to the conditions of the Offer.
The undersigned irrevocably appoints designees of the Purchaser as such
undersigned's agents, attorneys-in-fact and proxies, with full power of
substitution, to the full extent of such stockholder's rights with respect to
the Shares (and any Distribution) tendered by such stockholder and accepted for
payment by the Purchaser. All such powers of attorney and proxies shall be
considered irrevocable and coupled with an interest. Such appointment will be
effective when, and only to the extent that, the Purchaser accepts such Shares
for payment. Upon such acceptance for payment, all prior attorneys, proxies and
consents given by such stockholder with respect to such Shares (and any
Distribution) will be revoked without further action, and no subsequent powers
of attorney and proxies may be given nor any subsequent written consents
executed (and, if given or executed, will not be deemed effective). The
designees of the Purchaser will, with respect to the Shares (and Distributions)
for which such appointment is effective, be empowered to exercise all voting and
other rights of such stockholder as they in their sole discretion may deem
proper at any annual or special meeting of Wesley Jessen stockholders or any
adjournment or postponement thereof, by written consent in lieu of any such
meeting or otherwise. The Purchaser reserves the right to require that, in order
for the Shares to be deemed validly tendered, immediately upon the Purchaser's
payment for such Shares, the Purchaser must be able to exercise full voting
rights with respect to such Shares and all Distributions, including, without
limitation, voting at any meeting of stockholders.
The undersigned hereby represents and warrants that (a) the undersigned has
full power and authority to tender, sell, assign and transfer the undersigned's
Shares (and any Distribution) tendered hereby, and (b) when the Shares are
accepted for payment by the Purchaser, the Purchaser will acquire good,
marketable and unencumbered title to the Shares (and any Distribution), free and
clear of all liens, restrictions, charges and encumbrances, and the same will
not be subject to any adverse claim and will not have been transferred to the
Purchaser in violation of any contractual or other restriction on the transfer
thereof. The undersigned, upon request, will execute and deliver any additional
documents deemed by the Depositary or the Purchaser to be necessary or desirable
to complete the sale, assignment and transfer of the Shares tendered hereby (and
any Distribution). In addition, the undersigned shall promptly remit and
transfer to the Depositary for the account of Purchaser any and all
Distributions in respect of the Shares tendered hereby, accompanied by
appropriate documentation of transfer, and, pending such remittance or
appropriate assurance thereof, the Purchaser will be, subject to applicable law,
entitled to all rights and privileges as owner of any such Distribution and may
withhold the entire purchase price or deduct from the purchase price the amount
or value thereof, as determined by the Purchaser, in its sole discretion.
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, successors and assigns of
the undersigned.
Tenders of Shares made pursuant to the Offer are irrevocable, except that
Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date, and, unless theretofore accepted for payment by the Purchaser
pursuant to the Offer, may also be withdrawn at any time after June 1, 2000. SEE
SECTION 4 OF THE OFFER TO PURCHASE.
The undersigned understands that tenders of Shares pursuant to any of the
procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Purchaser upon the terms and subject to the conditions set forth in the
Offer, including the undersigned's representation that the undersigned owns the
Shares being tendered.
<PAGE>
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or issue or return any
certificate(s) for Shares not tendered or not accepted for payment in the
name(s) of the registered holder(s) appearing under "Description of Shares
Tendered." Similarly, unless otherwise indicated herein under "Special Delivery
Instructions," please mail the check for the purchase price and/or any Share
Certificate(s) not tendered or not accepted for payment (and accompanying
documents, as appropriate) to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered." In the event that both the
"Special Delivery Instructions" and the "Special Payment Instructions" are
completed, please issue the check for the purchase price and/or any Share
Certificate(s) not tendered or accepted for payment in the name of, and deliver
such check and/or such Share Certificates to, the person or persons so
indicated. Unless otherwise indicated herein under "Special Payment
Instructions," please credit any Shares tendered herewith by book-entry transfer
that are not accepted for payment by crediting the account at the Book-Entry
Transfer Facility designated above. The undersigned recognizes that the
Purchaser has no obligation, pursuant to the Special Payment Instructions, to
transfer any Shares from the name(s) of the registered holder(s) thereof if the
Purchaser does not accept for payment any of the Shares so tendered.
/ / CHECK HERE IF ANY SHARE CERTIFICATES REPRESENTING SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 11
Number of Shares represented by lost, stolen or destroyed Share
Certificates:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
- ------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) not tendered or accepted
for payment and/or the check for the purchase price of Shares accepted for
payment are to be issued in the name of someone other than the undersigned
or if Shares tendered by book-entry transfer which are not accepted for
payment are to be returned by credit to an account maintained at the Book-
Entry Transfer Facility other than that designated above.
Issue: / / check
/ / certificates to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
__________________________________________________________________________
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
/ / Credit Shares tendered by book-entry transfer that are not accepted for
payment to DTC to the account set forth below
____________________________________________________________________________
(DTC Account No.)
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
- ------------------------------------------------
- ------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if Share Certificate(s) not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment are to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown above.
Mail: / / check
/ / certificates to:
Name _______________________________________________________________________
(Please Print)
Address ____________________________________________________________________
____________________________________________________________________________
(Include Zip Code)
____________________________________________________________________________
(Taxpayer Identification or Social Security No.)
(See Substitute Form W-9)
- -----------------------------------------------------
<PAGE>
- -------------------------------------------------------------------------
SIGN SIGN HERE SIGN
HERE (and Complete Substitute Form W-9) HERE
- -- > _______________________________________________
- -- > _______________________________________________
(SIGNATURE(S) OF STOCKHOLDER(S))
Dated: _______________________________, 2000
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
Share Certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by Share Certificates and documents
transmitted herewith. If signature is by trustees, executors, administrators,
guardians, attorneys-in-fact, officers of corporations or others acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s) ________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title) __________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _________________________________________________
Taxpayer Identification or Social Security No. _________________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized
Signature ____________________________________
Name ___________________________________________________________________________
(PLEASE PRINT)
Name of Firm ___________________________________________________________________
Address ________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _________________________________________________
Dated: _______________________________, 2000
- -------------------------------------------------------------------------
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal (a) if this Letter of Transmittal is signed by the
registered holder(s) of Shares (which term, for purposes of this document, shall
include any participant in the Book-Entry Transfer Facility whose name appears
on a security position listing as the owner of Shares) tendered herewith, unless
such holder(s) has completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions," or (b) if
such Shares are tendered for the account of a firm which is a bank, broker,
dealer, credit union, savings association or other entity which is a member in
good standing of a recognized Medallion Program approved by the Securities
Transfer Association Inc., including the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York
Stock Exchange Medallion Signature Program (MSP) or any other "eligible
guarantor institution" (as defined in Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended) (each of the foregoing, an "Eligible Institution"). In
all other cases, all signatures on this Letter of Transmittal must be guaranteed
by an Eligible Institution. See Instruction 5 of this Letter of Transmittal.
2. REQUIREMENTS OF TENDER. This Letter of Transmittal is to be completed
by stockholders either if Share Certificates are to be forwarded herewith or,
unless an Agent's Message is utilized, if tenders are to be made pursuant to the
procedure for tender by book-entry transfer set forth in Section 3 of the Offer
to Purchase. Share Certificates evidencing tendered Shares, or timely
confirmation (a "Book-Entry Confirmation") of a book-entry transfer of Shares
into the Depositary's account at the Book-Entry Transfer Facility, as well as
this Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees, or an Agent's Message in
connection with a book-entry transfer, and any other documents required by this
Letter of Transmittal, must be received by the Depositary at one of its
addresses set forth herein on or prior to the Expiration Date. Stockholders
whose Share Certificates are not immediately available or who cannot deliver
their Share Certificates and all other required documents to the Depositary on
or prior to the Expiration Date or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis may tender their Shares by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase. Pursuant to such procedure: (a) such tender must be made by or through
an Eligible Institution; (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Depositary on or prior to the Expiration Date; and
(c) the Share Certificates (or a Book-Entry Confirmation) representing all
tendered Shares in proper form for transfer, in each case, together with this
Letter of Transmittal (or a facsimile hereof), properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry delivery, an Agent's Message) and any other documents required by
this Letter of Transmittal, must be received by the Depositary within three
trading days on The NASDAQ Stock Market after the date of execution of such
Notice of Guaranteed Delivery. If Share Certificates are forwarded separately in
multiple deliveries to the Depositary, a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof) must accompany each such
delivery.
The method of delivery of this Letter of Transmittal, Share Certificates and
all other required documents, including delivery through the Book-Entry Transfer
Facility, is at the option and risk of the tendering stockholder, and the
delivery will be deemed made only when actually received by the Depositary
(including, in the case of book-entry transfer, by Book-Entry Confirmation). If
delivery is by mail, registered mail with return receipt requested, properly
insured, is recommended. In all cases, sufficient time should be allowed to
ensure timely delivery.
No alternative, conditional or contingent tenders will be accepted and no
fractional Shares will be purchased. All tendering stockholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the Share
Certificate numbers and/or the number of Shares and any other required
information should be listed on a separate signed schedule attached hereto.
<PAGE>
4. PARTIAL TENDERS. (Not Applicable to Book-Entry Stockholders) If fewer
than all the Shares evidenced by any Share Certificate submitted are to be
tendered, fill in the number of Shares which are to be tendered in the box
entitled "Number of Shares Tendered" in the "Description of Shares Tendered." In
such cases, new Share Certificates for the Shares that were evidenced by your
old Share Certificates, but were not tendered by you, will be sent to you,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares represented by
Share Certificates delivered to the Depositary will be deemed to have been
tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the Share Certificate(s) without alteration, enlargement or any
change whatsoever.
If any of the Shares tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any of
the tendered Shares are registered in different names on several Share
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal as there are different registrations of Share
Certificates.
If this Letter of Transmittal or any Share Certificates or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing, and proper evidence
satisfactory to the Purchaser of their authority so to act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share Certificates or
separate stock powers are required unless payment is to be made to or Share
Certificates for Shares not tendered or not purchased are to be issued in the
name of a person other than the registered holder(s). In such latter case,
signatures on such Share Certificates or stock powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Share Certificate(s) listed, the Share
Certificate(s) must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered holder(s) appear on
the Share Certificate(s). Signatures on such certificates or stock powers must
be guaranteed by an Eligible Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay any stock transfer taxes with respect to the transfer
and sale of Shares to it or its order pursuant to the Offer. If, however,
payment of the purchase price is to be made to, or if Share Certificate(s) for
Shares not tendered or accepted for payment are to be registered in the name of,
any person other than the registered holder(s), or if tendered Share
Certificate(s) are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such person) payable on account
of the transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes or an exemption therefrom, is
submitted.
EXCEPT AS OTHERWISE PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY
FOR TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATE(S) LISTED IN THIS
LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check is to be issued
in the name of, and/or Share Certificates for Shares not tendered or not
accepted for payment are to be issued or returned to, a person other than the
signer of this Letter of Transmittal or if a check and/or such Share
Certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown in this Letter
of Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed. A Book-Entry Stockholder may request that Shares not accepted for
payment be credited to such account maintained at the Book-Entry Transfer
Facility as such Book-Entry Stockholder may designate under "Special Payment
Instructions." If no such instructions are given, such Shares not accepted for
payment will be returned by crediting the account at the Book-Entry Transfer
Facility designated above.
8. WAIVER OF CONDITIONS. The conditions of the Offer may be waived by the
Purchaser or Bausch & Lomb in whole or in part at any time and from time to time
in its sole discretion.
<PAGE>
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. federal income
tax law, a stockholder who tenders Shares pursuant to the Offer is required to
provide the Depositary with such stockholder's correct taxpayer identification
number ("TIN") on Substitute Form W-9 and to certify that the TIN provided on
Substitute Form W-9 is correct (or that such stockholder is awaiting a TIN). If
such stockholder is an individual, the TIN is his or her social security number.
If the Depositary is not provided with the correct TIN, such stockholder may be
subject to a $50 penalty imposed by the Internal Revenue Service and payments
that are made to such stockholder with respect to Shares pursuant to the Offer
may be subject to backup withholding (see below).
A stockholder who does not have a TIN may check the box in Part 3 of the
Substitute Form W-9 if such stockholder has applied for a number or intends to
apply for a TIN in the near future. If the box in Part 3 is checked, the
stockholder must also complete the "Certificate of Awaiting Taxpayer
Identification Number" below in order to avoid backup withholding. Even if the
box is checked, payments made prior to the time the stockholder furnishes the
Depositary with his or her TIN will be subject to backup withholding. A
stockholder who checks the box in Part 3 in lieu of furnishing such
stockholder's TIN should furnish the Depositary with such stockholder's TIN as
soon as it is received.
Certain stockholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding requirements.
In order for a foreign individual to qualify as an exempt recipient, that
stockholder must submit a statement, signed under penalty of perjury, attesting
to that individual's exempt status (Form W-8). Forms for such statements can be
obtained from the Depositary. Stockholders are urged to consult their own tax
advisors to determine whether they are exempt from these backup withholding and
reporting requirements.
If backup withholding applies, the Depositary is required to withhold 31% of
any payments to be made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained by filing a tax
return with the Internal Revenue Service. The Depositary cannot refund amounts
withheld by reason of backup withholding.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests
for assistance may be directed to the Dealer Manager or the Information Agent at
their respective addresses and telephone numbers set forth below. Additional
copies of the Offer to Purchase, this Letter of Transmittal and the Notice of
Guaranteed Delivery also may be obtained from the Information Agent or the
Dealer Manager or from brokers, dealers, commercial banks or trust companies.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Share Certificate has
been lost, destroyed or stolen, the stockholder should promptly notify the
Depositary. The stockholder then will be instructed as to the steps that must be
taken in order to replace the Share Certificate. This Letter of Transmittal and
related documents cannot be processed until the procedures for replacing lost or
destroyed Share Certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF), TOGETHER WITH
ANY REQUIRED SIGNATURE GUARANTEES, OR, IN THE CASE OF A BOOK-ENTRY TRANSFER, AN
AGENT'S MESSAGE, AND ANY OTHER REQUIRED DOCUMENTS, AND EITHER CERTIFICATES FOR
TENDERED SHARES MUST BE RECEIVED BY THE DEPOSITARY OR SHARES MUST BE DELIVERED
PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER, IN EACH CASE PRIOR TO THE
EXPIRATION DATE, OR THE TENDERING STOCKHOLDER MUST COMPLY WITH THE PROCEDURES
FOR GUARANTEED DELIVERY.
<PAGE>
<TABLE>
<C> <S> <C>
- -----------------------------------------------------------------------------------------------------------------
PAYER'S NAME: WILMINGTON TRUST COMPANY, AS DEPOSITARY
- -----------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--Please provide your TIN in the Social Security Number
FORM W-9 box at the right and certify by signing OR
and dating below. Employer Identification Number
-------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<C> <S> <C>
- --------------------------------------------------------------------------------------------------------------------
Department of the PART 2--Certification--Under penalties of perjury, PART 3
Treasury I certify that: Awaiting TIN / /
Internal Revenue Service (1) The number shown on this form is my correct
PAYER'S REQUEST FOR TAXPAYER Taxpayer Identification Number (or I am waiting
IDENTIFICATION NUMBER ("TIN") for a number to be issued to me) and
-----------------------------------------------------------------------
(2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
(the "IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
-----------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2 above if you
have been notified by the IRS that you are subject to backup withholding
because of under-reporting interest or dividends on your tax return. However,
if after being notified by the IRS that you were subject to backup withholding
you received another notification from the IRS stating that you are no longer
subject to backup withholding, do not cross out such item (2).
- --------------------------------------------------------------------------------------------------------------------
Signature ------------------------------------------------------------------------------ Date -------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office, or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 31% of all reportable payments made to me will be withheld.
Signature ______________________________ Date _____________________________
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION AGENT FOR THE OFFER IS:
[LOGO OF MACKENZIE PARTNERS, INC.]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (call collect)
or
CALL TOLL-FREE (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
[LOGO OF WARBURG DILLON READ LLC]
299 PARK AVENUE
NEW YORK, NEW YORK 10171
CALL COLLECT: (212) 821-6694
April 3, 2000
<PAGE>
NOTICE OF GUARANTEED DELIVERY
TO
TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
TO
DYLAN ACQUISITION INC.
A WHOLLY-OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This Notice of Guaranteed Delivery or one substantially equivalent hereto
must be used to accept the Offer (as defined below) if certificates for Shares
(as defined below) are not immediately available or the certificates for Shares
and all other required documents cannot be delivered to Wilmington Trust Company
(the "Depositary") on or prior to the Expiration Date (as defined in the Offer
to Purchase) or if the procedure for delivery by book-entry transfer cannot be
completed on a timely basis. This instrument may be delivered by hand or
transmitted by facsimile transmission or mailed to the Depositary. See
Section 3 of the Offer to Purchase.
THE DEPOSITARY FOR THE OFFER IS:
WILMINGTON TRUST COMPANY
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND/OVERNIGHT COURIER:
Attn: Corporate Trust (302) 651-1079 Wilmington Trust Company
Operations FOR CONFIRMATION TELEPHONE: 1105 North Market Street
Wilmington Trust Company (302) 651-8869 Wilmington, DE 19801
Rodney Square North Attn: Corporate Trust
1100 North Market Street Operations
Wilmington, DE 19890-0001
</TABLE>
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TRANSMISSION OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A
LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION
UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
<PAGE>
Ladies and Gentlemen:
The undersigned hereby tender(s) to Dylan Acquisition Inc., a New York
corporation and a wholly owned subsidiary of Bausch & Lomb Incorporated, a New
York corporation, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated April 3, 2000 (the "Offer to Purchase"), and in the
related Letter of Transmittal (which, as amended or supplemented from time to
time, together constitute the "Offer"), receipt of which is hereby acknowledged,
the number of shares of common stock, par value $0.01 per share (the "Shares"),
of Wesley Jessen VisionCare, Inc., a Delaware corporation, indicated below
pursuant to the guaranteed delivery procedure set forth in Section 3 of the
Offer to Purchase.
- --------------------------------------------------------------------------------
Number of Tendered Shares:
____________________________________________________________________________
Certificate No.(s) (if available):
____________________________________________________________________________
____________________________________________________________________________
Check box if Shares will be tendered by book-entry transfer: / /
Name of Tendering Institution:
____________________________________________________________________________
The Depositary Trust Company Account Number:________________________________
Dated: _______________________________________________________________, 2000
Name(s) of Record Holder(s):
____________________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
Address(es): _______________________________________________________________
____________________________________________________________________________
(ZIP CODE)
Area Code and Telephone No.(s): ____________________________________________
SIGN HERE
<PAGE>
Signature(s): ______________________________________________________________
____________________________________________________________________________
----------------------------------------------
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm which is a bank, broker, dealer, credit union,
savings association or other entity which is a member in good standing of a
recognized Medallion Program approved by the Securities Transfer
Association Inc., including the Securities Transfer Agents Medallion Program
(STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock
Exchange Medallion Signature Program (MSP) or any other "eligible guarantor
institution" (as such term is defined in Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended), guarantees to deliver to the Depositary
either the certificates evidencing all tendered Shares, in proper form for
transfer, or a Book-Entry Confirmation (as defined in the Offer to Purchase)
with respect to such Shares, in either case, together with the Letter of
Transmittal (or a facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the Offer
to Purchase) in the case of a book-entry delivery, and any other required
documents, all within three NASDAQ Stock Market trading days after the date
hereof.
The eligible guarantor institution that completes this form must communicate
the guarantee to the Depositary and must deliver the Letter of Transmittal and
Share Certificates to the Depositary within the time period indicated herein.
Failure to do so may result in financial loss to such eligible guarantor
institution.
- --------------------------------------------------------------------------------
Name of Firm: ______________________________________________________________
____________________________________________________________________________
(AUTHORIZED SIGNATURE)
Address: ___________________________________________________________________
___________________________________________________________________
(ZIP CODE)
Title: _____________________________________________________________________
Name: ______________________________________________________________________
(PLEASE PRINT OR TYPE)
Area Code and Telephone No.: _______________________________________________
Dated: __________________, 2000
- --------------------------------------------------------------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. SHARE CERTIFICATES
SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$34.00 NET PER SHARE IN CASH
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
FRIDAY, APRIL 28, 2000, UNLESS THE OFFER IS EXTENDED.
April 3, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by Dylan Acquisition Inc., a New York corporation
(the "Purchaser") and a wholly owned subsidiary of Bausch & Lomb Incorporated, a
New York corporation ("Bausch & Lomb"), to act as Dealer Manager in connection
with the Purchaser's offer to purchase for cash all the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Wesley Jessen
VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), at a purchase price
of $34.00 per Share, net to the seller in cash, without interest thereon, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated April 3, 2000 (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") enclosed herewith. Holders of Shares whose certificates
for such Shares (the "Share Certificates") are not immediately available or who
cannot deliver their Share Certificates and all other required documents to the
Depositary (as defined below) on or prior to the Expiration Date (as defined in
the Offer to Purchase), or who cannot complete the procedure for book-entry
transfer on a timely basis, must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares registered in your name or in the name of your
nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase, dated April 3, 2000.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept the
Offer if Share Certificates are not immediately available or if such
certificates and all other required documents cannot be delivered to
Wilmington Trust Company (the "Depositary") on or prior to the Expiration
Date or if the procedure for book-entry transfer cannot be completed by the
Expiration Date.
<PAGE>
4. A printed form of letter which may be sent to your clients for whose
accounts you hold Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Offer.
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
6. A return envelope addressed to Wilmington Trust Company, as
Depositary.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, EASTERN TIME, ON FRIDAY, APRIL 28, 2000, UNLESS THE OFFER IS
EXTENDED.
The Offer is conditioned upon, among other things, (1) there having been
validly tendered and not properly withdrawn prior to the Expiration Date for the
Offer that number of Shares that represents at least a majority of the total
number of outstanding Shares on a fully diluted basis (including the exercise of
all outstanding options); (2) the preferred share purchase rights having been
redeemed by the Board of Directors of Wesley Jessen, or the Purchaser and
Bausch & Lomb being satisfied, in their sole discretion, that the rights are
inapplicable to the Offer and any subsequent business transaction involving
Bausch & Lomb and Wesley Jessen, including the Merger (as defined below);
(3) the Purchaser and Bausch & Lomb being satisfied, in their sole discretion,
that the provisions of Section 203 of the Delaware General Corporation Law (the
"GCL") are inapplicable to the acquisition of Shares pursuant to the Offer and
any subsequent business transaction involving Bausch & Lomb, the Purchaser and
Wesley Jessen, including the Merger; (4) the merger agreement and any related
agreements between Wesley Jessen and Ocular Sciences, Inc., including the stock
option agreement granted by Wesley Jessen, having been terminated prior to the
Expiration Date without any fee or other obligation paid or owing other than any
fees required to be paid in accordance with the terms of those agreements as
filed with the SEC prior to April 3, 2000; and (5) any applicable waiting period
under the Hart-Scott-Rodino Antitrust Act of 1976, as amended, or under any
applicable foreign statutes or regulation having expired or been terminated (or,
to the extent required, governmental approvals obtained) prior to the Expiration
Date.
Following the consummation of the Offer, Bausch & Lomb intends to seek to
have Wesley Jessen consummate a merger with the Purchaser (the "Merger"). In the
Merger, each outstanding Share that is not owned by Bausch & Lomb (other than
Shares held in treasury by Wesley Jessen or by stockholders who perfect their
appraisal rights under Section 262 of the GCL) would, by virtue of the Merger
and without any action on the part of the holders of the Shares, be converted
into the right to receive in cash the per Share price paid in the Offer, payable
to the holder thereof, without interest, upon surrender of the Share Certificate
representing such Share, less any required withholding tax.
In order to take advantage of the Offer, (1) a duly executed and properly
completed Letter of Transmittal (or a facsimile thereof) and any required
signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry delivery of Shares, and other required
documents should be sent to the Depositary, and (2) either Share Certificates
representing the tendered Shares should be delivered to the Depositary or such
Shares should be tendered by book-entry transfer and a Book-Entry Confirmation
(as defined in the Offer to Purchase) with respect to such Shares should be
delivered to the Depositary, all in accordance with the instructions set forth
in the Letter of Transmittal and the Offer to Purchase.
Holders of Shares whose Share Certificates are not immediately available or
who cannot deliver their Share Certificates and all other required documents to
the Depositary on or prior the expiration date of the Offer, or who cannot
complete the procedure for delivery by book-entry transfer on a timely basis,
must tender their Shares according to the guaranteed delivery procedures set
forth in Section 3 of the Offer to Purchase.
2
<PAGE>
The Purchaser will not pay any commissions or fees to any broker, dealer or
other person (other than the Dealer Manager, the Depositary and MacKenzie
Partners, Inc. (the "Information Agent") (as described in the Offer to
Purchase)) for soliciting tenders of Shares pursuant to the Offer. The Purchaser
will, however, upon request, reimburse you for customary clerical and mailing
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Purchaser will pay or cause to be paid any stock transfer taxes
payable on the transfer of Shares to it, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Inquiries you may have with respect to the Offer should be addressed to the
Information Agent or the undersigned, at the respective addresses and telephone
numbers set forth on the back cover of the Offer to Purchase. Additional copies
of the enclosed materials may be obtained from the Information Agent.
Very truly yours,
WARBURG DILLON READ LLC
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON, THE AGENT OF THE PURCHASER, BAUSCH & LOMB, THE DEALER
MANAGER, THE DEPOSITARY OR THE INFORMATION AGENT, OR ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN THE
ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.
3
<PAGE>
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$34.00 NET PER SHARE IN CASH
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON
FRIDAY, APRIL 28, 2000, UNLESS THE OFFER IS EXTENDED.
April 3, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated April 3, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal, relating to an
offer by Dylan Acquisition Inc., a New York corporation ("Purchaser") and a
wholly owned subsidiary of Bausch & Lomb Incorporated, a New York corporation
("Bausch & Lomb"), to purchase all of the outstanding shares of common stock,
par value $0.01 per share (the "Shares"), of Wesley Jessen VisionCare, Inc., a
Delaware corporation ("Wesley Jessen"), at a purchase price of $34.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and subject
to the conditions set froth in the Offer to Purchase and in the related Letter
of Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer") enclosed herewith. Holders of Shares whose certificates
for such Shares (the "Share Certificates") are not immediately available or who
cannot deliver their Share Certificates and all other required documents to
Wilmington Trust Company, the Depositary, on or prior to the Expiration Date (as
defined in the Offer to Purchase), or who cannot complete the procedure for
delivery by book-entry transfer on a timely basis, must tender their Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER
OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO
YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US FOR YOUR
ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of such Shares held by us for your account, pursuant to the
terms and subject to the conditions set forth in the Offer to Purchase.
Your attention is directed to the following:
1. The Offer price is $34.00 per Share, net to the seller in cash,
without interest thereon.
2. The Offer is made for all of the outstanding Shares.
3. Following the consummation of the Offer, Bausch & Lomb intends to
seek to have Wesley Jessen consummate a merger with the Purchaser (the
"Merger"). In the Merger, each outstanding Share that is not owned by
Bausch & Lomb (other than Shares owned by Wesley Jessen or held by
stockholders who perfect their appraisal rights under Section 262 of the
Delaware General Corporation Law (the "GCL")) would, by virtue of the Merger
and without any action on the part
<PAGE>
of the holders of the Shares, be converted into the right to receive in cash
the per Share price paid in the Offer, payable to the holder thereof,
without interest, upon surrender of the Share Certificate representing such
Share, less any required withholding tax.
4. The Offer and withdrawal rights will expire at 12:00 midnight,
Eastern time, on Friday, April 28, 2000, unless the Offer is extended.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares pursuant to the
Offer.
6. The Offer is conditioned upon, among other things, (1) there having
been validly tendered and not properly withdrawn prior to the Expiration
Date for the Offer that number of Shares that represents at least a majority
of the total number of outstanding Shares on a fully diluted basis
(including the exercise of all outstanding options); (2) the preferred share
purchase rights having been redeemed by the Board of Directors of Wesley
Jessen, or the Purchaser and Bausch & Lomb being satisfied, in their sole
discretion, that the rights are inapplicable to the Offer and any subsequent
business transaction involving Bausch & Lomb and Wesley Jessen, including
the Merger; (3) the Purchaser and Bausch & Lomb being satisfied, in their
sole discretion, that the provisions of Section 203 of the GCL are
inapplicable to the acquisition of Shares pursuant to the Offer and any
subsequent business transaction involving Bausch & Lomb and Wesley Jessen,
including the Merger; (4) the merger agreement and any related agreements
between Wesley Jessen and Ocular Sciences, Inc., including the stock option
agreement granted by Wesley Jessen, having been terminated prior to the
Expiration Date without any fee or other obligation paid or owing, other
than fees required to be paid in accordance with the terms of those
agreements as filed with the SEC prior to April 3, 2000; and (5) any
applicable waiting period under the Hart-Scott-Rodino Antitrust Act of 1976,
as amended, or under any applicable foreign statutes or regulation having
expired or been terminated (or, to the extent required, governmental
approvals obtained) prior to the Expiration Date.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal, and is being made to all holders of Shares. The Purchaser
is not aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, the Purchaser will make a
good faith effort to comply with any such state statute. If, after such good
faith effort, the Purchaser cannot comply with such state statute, the Offer
will not be made to nor will tenders be accepted from or on behalf of the
holders of Shares in such state. In any jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Warburg
Dillon Read or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction.
IF YOU WISH TO HAVE US TENDER ANY OR ALL OF THE SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. IF YOU AUTHORIZE A TENDER OF YOUR
SHARES, ALL SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN SUCH
INSTRUCTION FORM. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO
PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR PRIOR TO THE EXPIRATION OF THE
OFFER.
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED SHARE PURCHASE RIGHTS)
OF
WESLEY JESSEN VISIONCARE, INC.
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
The undersigned acknowledge(s) receipt of your letter enclosing the Offer to
Purchase dated April 3, 2000 (the "Offer to Purchase"), and the related Letter
of Transmittal, pursuant to an offer by Dylan Acquisition Inc., a New York
corporation and wholly owned subsidiary of Bausch & Lomb Incorporated, a New
York corporation, to purchase all outstanding shares of common stock, par value
$0.01 per share (the "Shares"), of Wesley Jessen VisionCare, Inc., a Delaware
corporation, at a purchase price of $34.00 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase and the related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) which are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer to Purchase and in the related Letter of Transmittal
furnished to the undersigned.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
<S> <C>
Number of Shares to be Tendered* SIGN HERE
- -------------------------------------------- --------------------------------------------
Dated: -------------------, 2000 --------------------------------------------
SIGNATURE(S)
---------------------------------------------
---------------------------------------------
PLEASE PRINT
---------------------------------------------
---------------------------------------------
ADDRESS
---------------------------------------------
AREA CODE AND TEL
---------------------------------------------
TAX IDENTIFICATION, OR SOCIAL SECURITY
NUMBER(S)
- ------------------------------
* Unless otherwise indicated, it will be assumed that all of your Shares held by us for your
account are to be tendered.
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE
(YOU) TO GIVE THE PAYER.--Social Security numbers have nine digits separated by
two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits
separated by only one hyphen: i.e. 00-0000000. The table below will help
determine the number to give the payer. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
- -------------------------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -------------------------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of the account or,
account) if combined funds, the first
individual on the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee(1)
account (grantor is also trustee)
b. So called trust account that is The actual owner(1)
not a legal or valid trust under
state law
5. Sole proprietorship The owner(3)
- -------------------------------------------------------------------------------
GIVE THE
EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
- -------------------------------------------------------------------------------
6. A valid trust, estate, The legal entity(4)
or pension trust
7. Corporate The corporation
8. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization account
9. Partnership The partnership
10. A broker or registered nominee The broker or nominee
11. Account with the Department of The public entity
Agriculture in the name of a public
entity (such as a state or local
government, school district, or
prison) that receives agricultural
program payments
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you do not have a taxpayer identification number, obtain Form SS-5,
Application for a Social Security Card, at the local Social Security
Administration office, or Form SS-4, Application for Employer Identification
Number, by calling 1 (800) TAX-FORM, and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from withholding include:
- - An organization exempt from tax under section 501(a), an individual retirement
account (IRA), or a custodial account under Section 403(b)(2), if the account
satisfies the requirements of Section 401(f)(7).
- - The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
- - An international organization or any agency or instrumentality thereof.
- - A foreign government and any political subdivision, agency or instrumentality
thereof.
Payees that may be exempt from backup withholding include:
- - A corporation.
- - A financial institution.
- - A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- - A real estate investment trust.
- - A common trust fund operated by a bank under Section 584(a).
- - An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- - A middleman known in the investment community as a nominee or custodian.
- - A futures commission merchant registered with the Commodity Futures Trading
Commission.
- - A foreign central bank of issue.
Payments of dividends and patronage dividends generally exempt from backup
withholding include:
- - Payments to nonresident aliens subject to withholding under Section 1441.
- - Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
- - Section 404(k) payments made by an ESOP.
Payments of interest generally exempt from backup withholding include:
- - Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the payer.
- - Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- - Payments described in Section 6049(b)(5) to nonresident aliens.
- - Payments on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045,
6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER.
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, AND
RETURN TO THE PAYER. ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICE--Section 6109 requires you to provide your correct taxpayer
identification number to payers, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER--If you fail to furnish
your taxpayer identification number to a payer, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING--If you make
a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.
<PAGE>
Exhibit 99(a)(7)
- --------------------------------------------------------------------------------
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares (as defined below). The Offer (as defined below) is made solely
by the Offer to Purchase, dated April 3, 2000, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the laws
of such jurisdiction. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of the Purchaser (as defined below)
by Warburg Dillon Read LLC or one or more registered brokers or dealers that are
licensed under the laws of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED RIGHTS TO PURCHASE PREFERRED STOCK)
OF
WESLEY JESSEN VISIONCARE, INC.
AT
$34.00 NET PER SHARE
BY
DYLAN ACQUISITION INC.
A WHOLLY OWNED SUBSIDIARY
OF
BAUSCH & LOMB INCORPORATED
Dylan Acquisition Inc., a New York corporation ("Purchaser") and a
wholly owned subsidiary of Bausch & Lomb Incorporated, a New York corporation
("Bausch & Lomb"), is offering to purchase all of the outstanding shares of
common stock, par value $.01 per share (the "Common Stock"), of Wesley Jessen
VisionCare, Inc., a Delaware corporation ("Wesley Jessen"), including the
associated rights to purchase preferred stock (the "Rights") issued pursuant to
the Rights Agreement, dated as of November 16, 1999 (the "Rights Agreement"),
between Wesley Jessen and American Securities Transfer & Trust, Inc. (the Common
Stock and the Rights together are referred to herein as the "Shares"), at $34.00
per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 3, 2000 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which together with any
amendments or supplements thereto, collectively constitute the "Offer").
Tendering stockholders who have Shares registered in their name and who tender
directly will not be charged brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of Shares by Purchaser pursuant to the Offer.
<PAGE>
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
EASTERN TIME, ON FRIDAY, APRIL 28, 2000, UNLESS THE OFFER IS EXTENDED.
The purpose of the Offer is to acquire for cash a majority of the
outstanding Shares of, and ultimately the entire equity interest in, Wesley
Jessen. Purchaser currently intends, as soon as practicable upon consummation of
the Offer, to seek to have Wesley Jessen effect a merger or similar business
combination (the "Proposed Merger") between Wesley Jessen and Purchaser or its
subsidiary, pursuant to which each then outstanding Share (other than Shares
held by Wesley Jessen in treasury, or beneficially owned by Bausch & Lomb,
Purchaser or any other direct or indirect wholly owned subsidiary of Bausch &
Lomb or Wesley Jessen, or Shares, if any, that are held by stockholders who are
entitled to and who properly exercise dissenters' rights under Delaware law),
would be converted pursuant to the terms of the Proposed Merger into the right
to receive an amount in cash equal to the per Share price paid pursuant to the
Offer, without interest.
The Offer is conditioned upon, among other things: (a) there being
validly tendered and not properly withdrawn prior to the expiration of the Offer
a number of Shares that represents at least a majority of the outstanding Shares
on a fully diluted basis (including the exercise of all outstanding options) as
of the date the Shares are accepted for payment pursuant to the Offer; (b) the
Rights having been redeemed by the Board of Directors of Wesley Jessen (the
"Wesley Jessen Board"), or Purchaser and Bausch & Lomb being satisfied, in their
sole discretion, that such Rights are inapplicable to the Offer and any
subsequent business transaction involving Bausch & Lomb and Wesley Jessen,
including the Proposed Merger; (c) the Purchaser and Bausch & Lomb being
satisfied, in their sole discretion, that the provisions of Section 203 of the
Delaware General Corporation Law are inapplicable to the acquisition of Shares
pursuant to the Offer and any subsequent business transaction involving Bausch &
Lomb, the Purchaser and Wesley Jessen, including the Proposed Merger; (d) the
merger agreement and related agreements between Wesley Jessen and Ocular
Sciences, Inc., including the stock option agreement granted by Wesley Jessen,
having been terminated without any fee or obligation paid or owing, other than
fees required to be paid in accordance with such merger agreement and related
agreements as filed prior to the date hereof; and (e) any applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the regulations thereunder or under any applicable foreign statutes
or regulations having expired or been terminated (or, to the extent required,
governmental approvals obtained). The Offer is also subject to certain other
conditions described in Section 14 of the Offer to Purchase.
The Offer is not conditioned upon Bausch & Lomb or Purchaser obtaining
financing.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Wilmington
Trust Company (the "Depositary") of its acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for the tendering stockholders whose Shares have been accepted for
payment. Upon the deposit of funds with the Depositary for the purpose of making
payment to validly tendering stockholders, Purchaser's obligation to make such
payment shall be satisfied and such tendering stockholders
-2-
<PAGE>
must thereafter look solely to the Depositary for payment of the amounts owed to
them by reason of acceptance for payment of Shares pursuant to the Offer.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (a)
certificates for (or a timely Book-Entry Confirmation (as defined in the Offer
to Purchase) with respect to) such Shares and, if the Distribution Date (as
defined in the Offer to Purchase) occurs, certificates for (or a timely
Book-Entry Confirmation, if available, with respect to) the associated Rights
(unless Purchaser elects to make payment for such Shares pending receipt of the
certificates for, or a Book-Entry Confirmation with respect to, such Rights as
described in the Offer to Purchase), (b) a Letter of Transmittal (as defined in
the Offer to Purchase), or facsimile thereof, properly completed and duly
executed, with any required signature guarantees (or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase) in
lieu of the Letter of Transmittal) and (c) any other documents required by the
Letter of Transmittal. Accordingly, tendering stockholders may be paid at
different times depending upon when certificates for Shares (or Rights, if
applicable) or Book-Entry Confirmations with respect to Shares (or Rights, if
applicable) are actually received by the Depositary. Under no circumstances will
interest on the purchase price of the Shares be paid by Bausch & Lomb or the
Purchaser, regardless of any extension of the Offer or any delay in making such
payment.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission, Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time, to extend the period of time
during which the Offer is open by giving oral or written notice of such
extension to the Depositary and by making a public announcement thereof. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer, subject to the right of a tendering stockholder to
withdraw such stockholder's tender of Shares. Any extension, delay, termination,
waiver or amendment will be followed as promptly as practicable by public
announcement thereof to be made no later than 9:00 a.m., Eastern time, on the
next business day after the previously scheduled Expiration Date. Following the
purchase of Shares in the Offer, there may be a subsequent offering period
lasting for at least three and not more than 20 business days; stockholders who
tender Shares during a subsequent offering period will not have the right to
withdraw their Shares during such subsequent offering period.
Tenders of Shares made pursuant to the Offer are irrevocable, except
that Shares tendered pursuant to the Offer may be withdrawn at any time prior to
the Expiration Date (as defined in the Offer to Purchase) and, unless
theretofore accepted for payment by the Purchaser pursuant to the Offer, may
also be withdrawn at any time after June 1, 2000.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of the Offer to
Purchase. Any such notice of withdrawal must specify the name of the person
having tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the names in which the certificate(s) evidencing the Shares to be withdrawn
are registered, if different from that of the person who tendered such Shares.
The signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry tender as set forth in Sec-
-3-
<PAGE>
tion 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at the Book-Entry Transfer Facility (as defined
in the Offer to Purchase) to be credited with the withdrawn Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, the name of the registered holder and the serial
numbers of the particular certificates evidencing the Shares to be withdrawn
must also be furnished to the Depositary as aforesaid prior to the physical
release of such certificates. All questions as to the form and validity
(including time of receipt) of any notice of withdrawal will be determined by
Purchaser, in its sole discretion, which determination shall be final and
binding.
None of Purchaser, Bausch & Lomb, the Dealer Manager, the Depositary,
the Information Agent, or any other person will be under any duty to give
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give such notification. Withdrawals of
tenders of Shares may not be rescinded, and any Shares properly withdrawn will
be deemed not to have been validly tendered for purposes of the Offer. However,
withdrawn Shares may be retendered by following one of the procedures described
in Section 3 of the Offer to Purchase at any time prior to the Expiration Date.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 of the General Rules and Regulations under the Securities Exchange Act of
1934, as amended, is contained in the Offer to Purchase and is incorporated
herein by reference.
A demand is being made to Wesley Jessen for the use of Wesley Jessen's
stockholder list and security position listings for the purpose of, among other
things, disseminating the Offer to stockholders. Upon compliance by Wesley
Jessen with such demand, the Offer to Purchase and the related Letter of
Transmittal will be mailed to record holders of Shares and will be furnished to
brokers, banks and similar persons whose names, or the names of whose nominees,
appear on the stockholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing for subsequent transmittal to
beneficial owners of Shares.
The Offer to Purchase and the Letter of the Transmittal contain
important information which should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance may be directed to the
Information Agent or to the Dealer Manager at their respective addresses and
telephone numbers set forth below. Requests for additional copies of the Offer
to Purchase, the related Letter of Transmittal and other tender offer materials
may be directed to the Information Agent or Dealer Manager. Such additional
copies will be furnished at Purchaser's expense. Purchaser will not pay any fees
or commissions to any broker or dealer or any other person (other than the
Dealer Manager, the Information Agent and the Depositary) for soliciting tenders
of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
MacKenzie Partners
156 Fifth Avenue
New York, New York 10010
-4-
<PAGE>
Stockholders Call 1-800-322-2885 (toll free)
Brokers and Bank Custodians Call 212-269-5550 (collect)
-5-
<PAGE>
THE DEALER MANAGER FOR THE OFFER IS:
Warburg Dillon Read LLC
299 Park Avenue, 39th floor
New York, New York 10171
(212) 821-6694 (call collect)
April 3, 2000
===============================================================================
<PAGE>
Exhibit 99(a)(8)
N E W S BAUSCH &
LOMB
ONE BAUSCH & LOMB PLACE
ROCHESTER, NY 14604-2701
For further information contact:
- --------------------------------
Holly Houston Joele Frank/ Dan Katcher
716-338-8064 office JOELE FRANK, WILKINSON BRIMMER KATCHER
800-405-5314 pager 212-355-4449
716-473-7104 home
BAUSCH & LOMB COMMENCES OFFER TO ACQUIRE
WESLEY JESSEN FOR $34 PER SHARE
FOR RELEASE MONDAY, APRIL 3, 2000
ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) has commenced a tender
offer through its wholly owned subsidiary Dylan Acquisition Inc. for all of the
outstanding shares of Wesley Jessen VisionCare, Inc. (Nasdaq: WJCO) at a price
of $34 per share in cash. This price represents a premium of 37 percent over
Wesley Jessen's closing price on March 22, 2000, the day before Bausch & Lomb
announced its acquisition proposal. Following the completion of the tender
offer, Bausch & Lomb intends to consummate a second step merger in which all
remaining Wesley Jessen shareholders will also receive the same cash price paid
in the tender offer. The tender offer is not subject to any financing
contingencies.
Additionally today, Bausch & Lomb is filing a lawsuit against Wesley
Jessen, its board of directors and Ocular Sciences, Inc., in the Court of
Chancery of Delaware, where both Wesley Jessen and Ocular Sciences are
incorporated. Bausch & Lomb's complaint states that the Wesley Jessen/Ocular
merger agreement was entered into in breach of the Wesley Jessen board's
fiduciary duties to act on a fully informed basis and to advance the best
interests of Wesley Jessen shareholders. The complaint seeks injunctive
relief against the Wesley Jessen/Ocular merger agreement, seeks to require
the Wesley
- more -
<PAGE>
- 2 -
Jessen board to redeem its "poison pill" to permit shareholders to accept the
Bausch & Lomb tender offer, and requests a declaration that any breakup fee
Ocular receives it holds as a constructive trustee.
As previously announced on March 27th, Bausch & Lomb has sent notice
pursuant to Wesley Jessen's bylaws of its intention to nominate three
individuals as directors to the Wesley Jessen board at the upcoming Annual
Meeting of Stockholders, which is normally held in May. Bausch & Lomb intends to
solicit Wesley Jessen's shareholders to support the election of its nominees.
The tender offer is conditioned upon, among other things: (a) there
being validly tendered and not properly withdrawn prior to the expiration of the
tender offer a number of shares of Wesley Jessen common stock that represents at
least a majority of the outstanding shares on a fully diluted basis (including
the exercise of all outstanding options) as of the date those shares are
accepted for payment pursuant to the tender offer; (b) the preferred share
purchase rights having been redeemed by the Board of Directors of Wesley Jessen,
or Bausch & Lomb being satisfied, in its sole discretion, that those preferred
share purchase rights are inapplicable to the offer and any subsequent business
transaction involving Bausch & Lomb and Wesley Jessen, including the proposed
merger; (c) Bausch & Lomb being satisfied, in its sole discretion, that the
provisions of Section 203 of the Delaware General Corporation Law are
inapplicable to the acquisition of shares pursuant to the tender offer and any
subsequent business transaction involving Bausch & Lomb and Wesley Jessen,
including the proposed merger; (d) the merger agreement and any related
agreements between Wesley Jessen and Ocular Sciences, Inc., including the stock
option agreement granted by Wesley Jessen, having been terminated without any
fee or obligation paid or owing, other than fees required to be paid in
accordance with the terms of those agreements as filed with the SEC prior to
April 3, 2000; and (e) any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the regulations under that
Act or under any applicable foreign statues or regulations having expired or
been
<PAGE>
- 3 -
terminated (or, to the extent required, governmental approvals obtained). The
tender offer is also subject to certain other conditions as described in the
Offer to Purchase.
The tender offer is scheduled to expire at Midnight, Eastern Time, on
Friday, April 28, 2000, unless the offer is extended.
The tender offer is being made through, and the foregoing is qualified
in its entirety by reference to, the related Offer to Purchase, dated April 3,
2000, and the related letter of transmittal. Wesley Jessen stockholders should
read such documents completely prior to making any decision as to the tender
offer.
Warburg Dillon Read LLC is financial advisor to Bausch & Lomb and
Dealer Manager for the offer and MacKenzie Partners, Inc. is acting as
Information Agent. Wachtell, Lipton, Rosen & Katz is the company's counsel.
# # #
INVESTOR RELATIONS CONTACT:
Angela Panzarella
716-338-6025 office
- --------------------------------------------------------------------------------
This news release is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any shares of Wesley Jessen common
stock, and is not a solicitation of a proxy. The solicitation of offers to buy
Wesley Jessen common stock will only be made pursuant to the offer to purchase
and related materials that Bausch & Lomb will be sending to Wesley Jessen
stockholders shortly, and that will be filed with the SEC as part of the tender
offer statement. Wesley Jessen stockholders will be able to obtain the tender
offer statement, including the offer to purchase and related materials, for free
at the SEC's Web site at www.sec.gov. Wesley Jessen stockholders are urged to
carefully read those materials prior to making any decisions with respect to the
offer.
Bausch & Lomb intends to make a preliminary filing with the SEC of proxy
materials to be used to solicit proxies for the election of its nominees at
Wesley Jessen's 2000 annual meeting of stockholders. Bausch & Lomb and certain
other persons may be soliciting proxies from Wesley Jessen stockholders by
various means. Information concerning the participants in the solicitation is
set forth in the Bausch & Lomb press release dated March 27, 2000 filed under
cover of Schedule 14A (Soliciting Material under Rule 14a-12) by Bausch & Lomb
with the SEC on March 28, 2000.
Bausch & Lomb strongly advises all Wesley Jessen stockholders to read the proxy
statement and the tender offer statement when they are available because they
contain important information.
- --------------------------------------------------------------------------------
This release contains some forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise. You are advised, however,
to consult any further disclosures we make on related subjects in our 10-Q, 8-K
and 10-K reports to the SEC.
- --------------------------------------------------------------------------------
BAUSCH & LOMB INCORPORATED IS THE PREEMINENT GLOBAL TECHNOLOGY-BASED HEALTHCARE
COMPANY FOR THE EYE, DEDICATED TO HELPING CONSUMERS SEE, LOOK AND FEEL BETTER
THROUGH INNOVATIVE TECHNOLOGY AND DESIGN. ITS CORE BUSINESSES INCLUDE SOFT AND
RIGID GAS PERMEABLE CONTACT LENSES, LENS-CARE PRODUCTS, OPHTHALMIC SURGICAL AND
PHARMACEUTICAL PRODUCTS. THE COMPANY IS ADVANTAGED WITH SOME OF THE MOST
RESPECTED BRANDS IN THE WORLD STARTING WITH ITS NAME, BAUSCH & LOMB(R), AND
INCLUDING SOFLENS66(TM), PUREVISION(TM) BOSTON(R), RENU(R), AND STORZ(R).
FOUNDED IN 1853 IN ROCHESTER, N.Y., WHERE IT CONTINUES TO HAVE ITS HEADQUARTERS,
THE COMPANY HAS PRO-FORMA ANNUAL REVENUES OF APPROXIMATELY $1.8 BILLION AND
EMPLOYS APPROXIMATELY 12,000 PEOPLE IN 35 COUNTRIES. BAUSCH & LOMB PRODUCTS ARE
AVAILABLE IN MORE THAN 100 COUNTRIES AROUND THE WORLD. ADDITIONAL INFORMATION
ABOUT THE COMPANY CAN BE FOUND ON BAUSCH & LOMB'S WORLDWIDE WEB SITE AT
HTTP://WWW.BAUSCH.COM.
