SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant |_|
Filed by a Party other than the Registrant |X|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, For Use of the Commission
Only (as permitted by Rule
14a-6(e)(2))
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|X| Soliciting Material Under Rule 14a-12
WESLEY JESSEN VISIONCARE, INC.
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(Name of Registrant as Specified in Its Charter)
BAUSCH & LOMB INCORPORATED
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(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computer pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
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|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the ate of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Dated Filed:
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NEWS [BAUSCH & LOMB LOGO]
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
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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
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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
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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.
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Investor Relations Contact:
Angela Panzarella
716-338-6025 office
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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.
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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.
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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, and including SofLens66, PureVision Boston, ReNu, and
Storz. 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 & Lombs
Worldwide Web site at http://www.bausch.com.
