<PAGE>
Filed by Ocular Sciences, Inc.
Pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Companies:
Wesley Jessen VisionCare, Inc.
Commission File No. 0-22033
Ocular Sciences, Inc.
Commission File No. 0-22634
On March 20, 2000, Wesley Jessen VisionCare, Inc. and Ocular Sciences, Inc.
jointly issued the following press release:
[WESLEY JESSEN LOGO]
Press Release
- --------------------------------------------------------------------------------
AT THE COMPANY: THE FINANCIAL RELATIONS BOARD:
Kevin J. Ryan Edward J. Kelley Bill Murphy Leslie Loyet
Chairman & CEO CFO General Inquiries Analyst Inquiries
(847) 294-3000 (847) 294-3000 (312) 266-7800 (312) 266-7800
FOR IMMEDIATE RELEASE
MONDAY, MARCH 20, 2000
WESLEY JESSEN AND OCULAR SCIENCES AGREE TO MERGE CREATING
WORLD'S SECOND LARGEST SOFT CONTACT LENS COMPANY
DES PLAINES, IL and SAN FRANCISCO--March 20, 2000--Wesley Jessen VisionCare,
Inc. (Nasdaq: WJCO) and Ocular Sciences, Inc. (Nasdaq: OCLR) today announced a
definitive merger agreement, creating the world's second largest soft contact
lens producer. The Company will have the broadest product range in the industry.
The merger, which will be effected in an all-stock combination valued at
approximately $900 million, combines Wesley Jessen's leading position in
specialty contact lenses with Ocular Sciences' growing position in the clear
disposable lens market. With combined 1999 sales of just under $500 million, the
new company will rank second in worldwide soft lens revenue.
The company, to be known as Wesley Jessen VisionCare, will be headquartered in
Des Plaines, Illinois. Leading the combined company as President and CEO will be
Kevin Ryan, who is the current Chairman, President and CEO of Wesley Jessen.
John Fruth, founder and Chairman of Ocular Sciences will serve as non-executive
Chairman of the new company.
"The merger of Wesley Jessen and Ocular Sciences combines the unique and
complementary strengths of each organization, enabling the value of each
company's assets to be fully realized," said Kevin Ryan.
Wesley Jessen's competitive strengths include the number one position in the
$750 million global specialty lens market, consumer brand equity in the DuraSoft
and FreshLook cosmetic lens brands, an extensive worldwide sales and
distribution infrastructure, a broad patent and new product portfolio, and a
proven management team of industry veterans.
Ocular Sciences brings a consumer preferred disposable lens design, an efficient
manufacturing capability, and a unique channel branding strategy that has
enabled the company to capture the second largest share of the U.S. disposable
lens market.
"This is a combination designed to achieve both business growth and enhanced
shareholder value over the near and long term. As smaller players, without the
full resources of the multi-national health care
-more-
<PAGE>
Wesley Jessen VisionCare, Inc.
Add 1
giants that have dominated our industry, the two companies were less able to
shape events. Now the combined company will have the resources to accelerate new
product and international business development and challenge the majors," said
Ryan.
Ryan continued, "Common to both companies' strategies has been the emphasis on
helping eye care professionals make contact lens fitting more profitable. But,
up to now, Wesley Jessen has not competed for the 70% of patients who wear clear
lenses. Now we will be able to leverage the relationships built by our direct
sales force and compete for 100% of the potential market, not just the 30%
wearing specialty lenses. Similarly, Ocular Sciences has not been able to
access the high growth specialty and color lens market in a significant way
prior to this combination."
"We wanted to be a proactive player in the inevitable industry consolidation,
believing this would maximize long term shareholder value," said Ryan.
The Company expects to achieve annual synergies of at least $20 million in pre-
tax income once fully integrated. One significant synergy expected to be
produced by the merger is increased coverage of Ocular Sciences' lenses by U.S.
eye care practitioners through Wesley Jessen's large direct sales force.
Currently Wesley Jessen's U.S. customer base is 50% greater than Ocular
Sciences, which has relied primarily on telemarketing to sell its lenses.
Wesley Jessen expects to significantly expand penetration of OSI's new
Hydrogenics 60 disposable lens among private practitioners - a product that has
been well received during its launch phase.
Another synergy will come from expanding penetration of Ocular Sciences lenses
in international markets through Wesley Jessen's network of thirteen
international sales offices.
"Both Wesley Jessen and Ocular Sciences have large wearer bases. By cross-
selling cosmetic and clear lenses, we will hope to expand the wearer base of
each product line," said Ryan.
By combining technical and operational resources, the merged company expects to
improve its capability to add new production lines and scale-up new product
launches.
John Fruth said, "We are delighted to join forces with Wesley Jessen because it
enables Ocular Sciences to leap beyond its current business model and accelerate
the realization of the full value of its technology and unique strategy. It is
a merger driven from strength in our respective business segments. The combined
company will be a powerful global competitor with necessary scale and resources
to capture the full value of its growth potential."
-more-
<PAGE>
Wesley Jessen VisionCare, Inc.
Add 2
Under the terms of a definitive merger agreement approved by unanimous votes at
meetings of each company's Board of Directors, Ocular Sciences' stock will be
converted to Wesley Jessen VisionCare stock at a fixed exchange rate. Ocular
Sciences shareholders will receive 0.721 shares of Wesley Jessen stock for each
share of Ocular Sciences stock they own. The merger will be effected on a tax
free basis to shareholders.
The merger will be accounted for as a pooling of interests and is expected to be
accretive to Wesley Jessen's fully diluted earnings per share excluding one-time
charges in the first full, fiscal year following the combination. The merger is
subject to certain closing conditions, including regulatory approvals and the
approval of Wesley Jessen and Ocular Sciences shareholders; and is expected to
close in the second quarter of 2000. John Fruth, Chairman of Ocular Sciences,
has agreed to vote his shares of Ocular Sciences, representing approximately 22%
of the Company's outstanding common stock, in favor of the merger.
Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995. This news release contains certain forward-looking statements, including
among other things, statements regarding each company's results of operations
and expected synergies and other benefits of the combination. These forward
looking statements are based on current expectations, and actual results may
differ from anticipated future events or results. Except for historical
information, matters discussed in this news release which are forward-looking
statements are subject to certain risks and uncertainties including, but not
limited to, the uncertainties relating to the continued growth of worldwide
specialty contact lens markets, timely production of lens products, the
acceptance of new products as well as other risks indicated from time-to-time in
the Company's filings with the Securities and Exchange Commission. The Company
assumes no obligation to update or supplement forward-looking statements that
become untrue because of subsequent events.
Wesley Jessen VisionCare, Inc. conference call for investors will be held on
Monday, March 20, 2000 at 11:00 AM EST. The dial in number is 1-800-491-3697.
A replay may be accessed by dialing 1-800-696-1588, passcode 688851. This is
available until March 27, 2000.
# # #
<PAGE>
WHERE YOU CAN FIND ADDITIONAL INFORMATION
A joint proxy statement/prospectus will be filed by Wesley Jessen
VisionCare, Inc. ("WJ") and Ocular Sciences, Inc. ("OSI") with the Commission as
soon as practicable. WE URGE INVESTORS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE
COMMISSION, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security
holders may obtain a free copy of the joint proxy statement/prospectus (when
available) and other documents filed by WJ and OSI with the Commission at the
Commission's web site at www.sec.gov. The joint proxy statement/prospectus and
other documents filed with the Commission by WJ may also be obtained for free
from WJ by directing a request to Wesley Jessen VisionCare, Inc., 333 East
Howard Avenue, Des Plaines, IL 60018, telephone: (847) 294-3000. In addition,
the joint proxy statement/prospectus and other documents filed with the
Commission by OSI may be obtained for free from OSI by directing a request to
Ocular Sciences, Inc., 475 Eccles Avenue, South San Francisco, California 94080,
telephone: (650) 583-1400.
WJ and its officers and directors may be deemed to be participants in the
solicitation of proxies from WJ's stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding such officers and
directors is included in WJ's Registration Statement on Form S-3 as declared
effective with the Commission on June 14, 1999 (Commission File No. 333-79293).
This document is available free of charge at the Commission's web site at
http://www.sec.gov and from WJ at the address set forth above. OSI and its
officers and directors may be deemed to be participants in the solicitation of
proxies from stockholders of OSI with respect to the transactions contemplated
by the merger agreement. Information regarding such officers and directors is
included in OSI's Proxy Statement for its 1999 Annual Meeting of Stockholders
filed with the Commission on April 26, 1999. This document is available free of
charge at the Commission's web site at http://www.sec.gov and from the OSI at
the address set forth above.
