-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PMWINJgARpmcgDQdSSIE+PZjAsyKIaXE3lLg7vgj2ZPY124DNRADaE93ADxwIlc8 1xFpCmvruBnP+QH2ygVqpQ== 0000898822-00-000151.txt : 20000327 0000898822-00-000151.hdr.sgml : 20000327 ACCESSION NUMBER: 0000898822-00-000151 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000323 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAUSCH & LOMB INC CENTRAL INDEX KEY: 0000010427 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 160345235 STATE OF INCORPORATION: NY FISCAL YEAR END: 1226 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-04105 FILM NUMBER: 577178 BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 7163386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LAMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------- 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 -------- ------ ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) One Bausch & Lomb Place, Rochester, New York 14604-2701 ------------------------------------------------------- (Address of principal executive offices) (zip code) (716) 338-6000 ---------------------------------------------------- (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS ------------ 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. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS ------------------------------------------------------------------ (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. 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 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. EX-99.1 2 PRESS RELEASE 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 - ------------------------------------ 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 - - 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 - - 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. EX-99.2 3 REMARKS OF MR. WILLIAM M. CARPENTER 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. 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- EX-99.3 4 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----