SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 23, 2000
BAUSCH & LOMB INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
New York 1-4105 16-0345235
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
One Bausch & Lomb Place, Rochester, New York 14604-2701
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(Address of principal executive offices) (zip code)
(716) 338-6000
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
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On March 23, 2000, Bausch & Lomb Corporation ("Bausch & Lomb") announced
that it had sent a letter to Mr. Kevin Ryan, Chairman, President and Chief
Executive Officer of Wesley Jessen VisionCare, Inc., a Delaware corporation
("Wesley Jessen"), proposing to acquire Wesley Jessen for $34 per share in
cash, for an equity value of approximately $600 million. A copy of the press
release, the related remarks by Mr. William M. Carpenter, Chairman and Chief
Executive Officer of Bausch & Lomb and a press release issued later in the day
are attached as exhibits hereto and are incorporated by reference herein.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Financial statements of businesses acquired.
- Not Applicable
(b) Pro forma financial information.
- Not Applicable
(c) Exhibits. The following exhibits are filed as part of this report:
---------
99.1 Press Release dated March 23, 2000.
99.2 Remarks of Mr. William M. Carpenter, Chairman and Chief
Executive Officer of Bausch & Lomb, dated March 23, 2000.
99.3 Press Release dated March 23, 2000.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunder duly authorized.
BAUSCH & LOMB INCORPORATED
By: /s/ Angela J. Panzarella
------------------------
Name: Angela J. Panzarella
Title: Vice President -- Investor Relations
Date: March 23, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated March 23, 2000.
99.2 Remarks of Mr. William M. Carpenter, Chairman and Chief
Executive Officer of Bausch & Lomb, dated March 23, 2000.
99.3 Press Release dated March 23, 2000.
NEWS [BAUSCH & lOMB LOGO]
ONE BAUSCH & LOMB PLACE
ROCHESTER, NY 14604-2701
For further information contact:
- --------------------------------
Holly Houston Judith Wilkinson
716-338-8064 office Joele Frank, Wilkinson Brimmer Katcher
800-405-5314 pager 212-355-4449 ext. 112
716-473-7104 home
BAUSCH & LOMB PROPOSES TO ACQUIRE SPECIALTY CONTACT LENS MAKER,
WESLEY JESSEN VISIONCARE, INC. FOR $34 PER SHARE IN CASH
Proposal is superior to Wesley Jessen's
recently announced merger with Ocular Sciences
FOR RELEASE THURSDAY, MARCH 23, 2000
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ROCHESTER, N.Y. - Bausch & Lomb (NYSE:BOL), the preeminent global
technology-based healthcare company for the eye, has announced that it has sent
a letter this morning to Wesley Jessen Chairman, President and Chief Executive
Officer Kevin Ryan, proposing to acquire Wesley Jessen VisionCare, Inc.
(Nasdaq:WJCO) for $34 per share in cash, for an equity value of approximately
$600 million. This cash price represents a premium of 37 percent over
yesterday's closing price for the Des Plaines, Illinois-based company's common
stock. The transaction is expected to be accretive to Bausch & Lomb's earnings
per share in 2001 and is not subject to any financing contingencies.
"The strategic and financial advantages of combining our two companies are
too compelling to ignore," said Bausch & Lomb Chairman and Chief Executive
Officer William M. Carpenter. "The acquisition will enhance our vision care
business by adding the strongest cosmetic tinted contact lens franchise to what
is already the industry's broadest portfolio of world-class contact lens
products.
"Bausch & Lomb will greatly expand the global reach of Wesley Jessen's
products, while Wesley Jessen will strengthen Bausch & Lomb's U.S. business,"
Carpenter continued. "Our offer is clearly superior and more beneficial to
Wesley Jessen shareholders than the proposed no-premium merger between Wesley
Jessen and Ocular Sciences."
- more -
<PAGE>
- 2 -
THE FULL TEXT OF THE LETTER IS AS FOLLOWS:
- ------------------------------------------
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 $34.00 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.
- more -
<PAGE>
- 3 -
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 $34.00 per share in
cash delivered to your shareholders on at least as timely a basis as a
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.
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,
/s/ William M. Carpenter
WMC:lm
- --------------------------------------------------------------------------------
Bausch & Lomb has retained Warburg Dillon Read LLC to act as its financial
advisor and Wachtell, Lipton, Rosen & Katz as counsel.
# # #
CF10-0300
Investor Relations Contact:
Angela Panzarella
716-338-6025 office
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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.
REMARKS OF MR. WILLIAM M. CARPERNTER,
CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF BAUSCH & LOMB, DATED MARCH 23, 2000
================================================================================
Good morning and thank you all for joining us today on such short notice.
As you know from our press release, this morning I sent a letter to the chairman
of Wesley Jessen expressing our disappointment that he chose to ignore our prior
interest in acquiring Wesley Jessen for a substantial premium over its current
stock price, and instead, pursued a no premium business combination with Ocular
Sciences. In order to make clear our intentions, we have today publicly
announced our proposal to acquire Wesley Jessen for $34 per share in cash. The
transaction we are proposing represents a significant opportunity for Bausch &
Lomb shareholders, and a vastly superior alternative for Wesley Jessen
shareholders to the merger being pursued by Wesley Jessen with Ocular Sciences.
Before I discuss our proposal further, let me provide a little more background.
As those of you who follow us know, Bausch & Lomb is the worldwide leader in
products for the contact lens wearer. We have been very successful in leveraging
the breadth of our contact lens line with our complete line of lens care
products and a recent string of successful new product launches, to build a very
solid vision care business. We are confident in the future of our vision care
business in its present form. Having said that, we recognize, as many of you
have, that there are opportunities for consolidation in the contact lens
industry. Given our global reach, the breadth and depth of our product line, and
our track record of successfully integrating acquisitions, we believe that we
are well-positioned to be a consolidator in this industry. We believe that
Wesley Jessen is a great fit with B&L, and that this acquisition presents
compelling opportunities for us and for them.
The combination of Wesley Jessen and Bausch & Lomb would bring together highly
complementary product lines and business models. Wesley Jessen's success in the
contact lens market has been built on its focus on fast-growing, premium product
lines, particularly cosmetic tinted lenses. Wesley Jessen is a worldwide leader
in cosmetic tints, a position it has gained based on its proprietary technology
and advanced automated tinting processes. Bausch & Lomb has focused its new
product efforts on other premium product lines, particularly disposable torics,
with our SofLens66 lenses, and continuous wear, with our PureVision lenses. We
currently have virtually no presence in the global cosmetic tint segment. With
the addition of Wesley Jessen's products to our portfolio, Bausch & Lomb will be
able to offer our customers the best, most advanced products in the most
attractive categories of the contact lens market.
<PAGE>
This proposed transaction also presents tremendous opportunities for
distribution and marketing synergies. The addition of Wesley Jessen's business
would allow us to enhance our overall sales support in the US - giving us more
"feet on the street", if you will. Importantly, though, it would also allow us
to capitalize on Wesley Jessen's distribution strength with independent
practitioners, while allowing us to more effectively market Wesley Jessen's
products in optical retail.
Outside the U.S., where the market is growing much faster, the potential is even
greater. Two-thirds of our contact lens revenues are generated outside the U.S.,
and we have a strong presence in every region of the world, primarily through
direct sales resources. Wesley Jessen, on the other hand, has only very limited
share in international markets. We see tremendous opportunities to expand
distribution of Wesley Jessen's products, particularly its tinted lenses, using
our considerable international resources.
Sales in all regions should benefit from the leverage of a larger combined
advertising budget, opportunities to cross-promote our brands, and the benefits
to be derived from the combined efforts of two successful R&D organizations.
As much as we are convinced that there is significant potential to accelerate
the top line growth of the combined product lines through these synergies, we
have not attempted to quantify those benefits, and we have not factored them in
our analysis of the financial benefit from this acquisition. We have, however,
been able to quantify some of the cost saving synergies we could gain from this
combination. In our recent discussions with Wesley Jessen's management, both
sides readily identified potential savings of approximately $30 million in
infrastructure spending alone, and both teams acknowledged the potential for
additional savings within the manufacturing area.
Even without factoring in any top line upside potential, and taking into account
the identified cost savings I just mentioned, we believe that the addition of
Wesley Jessen to our business presents a compelling financial opportunity for
the B&L shareholder. At the share price we have offered, we anticipate that the
acquisition would be accretive to our earnings in 2001 and beyond, as well as
significantly enhancing our core vision care business.
For Wesley Jessen shareholders, our cash offer represents an attractive premium
for their shares, and is obviously a far better alternative to the recently
announced no premium merger with Ocular Sciences.
Since we have access to the cash needed to effect the proposed transaction, our
proposal is not subject to any financing contingencies. We are confident that we
can move through the necessary regulatory process quickly and successfully. In
short, we are prepared to sit down tomorrow with Mr. Ryan to finalize a merger
agreement between our two companies, and we look forward to the opportunity to
do so.
With that, I'd like to turn the call back over to our operator and take your
questions.
-2-
NEWS [BAUSCH & lOMB LOGO]
ONE BAUSCH & LOMB PLACE
ROCHESTER, NY 14604-2701
For further information contact:
- --------------------------------
Holly Houston Judith Wilkinson
716-338-8064 office Joele Frank, Wilkinson Brimmer Katcher
800-405-5314 pager 212-355-4449 ext. 112
716-473-7104 home
BAUSCH & LOMB RESPONDS TO WESLEY JESSEN NEWS RELEASE
FOR RELEASE THURSDAY, MARCH 23, 2000
ROCHESTER, N.Y. - Bausch & Lomb (NYSE: BOL) made the following statement
this afternoon in response to Wesley Jessen's news release:
"The Board of Directors of Wesley Jessen VisionCare Inc. (Nasdaq: WJCO)
should sit down with us promptly to discuss our superior proposal of $34
per share in cash to purchase the company."
# # #
CF11-0300
Investor Relations Contact:
Angela Panzarella
716-338-6025
- --------------------------------------------------------------------------------
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.
