0000903423-12-000176.txt : 20120327 0000903423-12-000176.hdr.sgml : 20120327 20120326214138 ACCESSION NUMBER: 0000903423-12-000176 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120327 DATE AS OF CHANGE: 20120326 EFFECTIVENESS DATE: 20120327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISTA PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000930553 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330511719 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-35396 FILM NUMBER: 12715646 BUSINESS ADDRESS: STREET 1: 50 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-788-6000 MAIL ADDRESS: STREET 1: 50 TECHNOLOGY DRIVE CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED CORNEAL SYSTEMS INC DATE OF NAME CHANGE: 20000403 FILED BY: 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: 1026 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: BAUSCH & LOMB INCORPORATED STREET 2: ONE BAUSCH & LOMB PLACE CITY: ROCHESTER STATE: NY ZIP: 14604-2701 BUSINESS PHONE: 5853386000 MAIL ADDRESS: STREET 1: ONE BAUSCH & LOMB PLACE STREET 2: P O BOX 54 CITY: ROCHESTER STATE: NY ZIP: 14604-2701 DFAN14A 1 ista14a2.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
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 Pursuant to §240.14a-12

 
ISTA PHARMACEUTICALS, INC.
(Name of Registrant as Specified in Its Charter)

BAUSCH & LOMB INCORPORATED
(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:
 
 
(2)
Aggregate number of securities to which transaction applies:
 
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4)
Proposed maximum aggregate value of transaction:
 
 
(5)
Total fee paid:
 
 
 
 


 
 
 
 
 
 
¨
Fee paid previously with preliminary materials:
 
¨
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 date of its filing.
 
 
(1)
Amount previously paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:

EMAIL TO PHARMA EMPLOYEES

Dear Pharma Colleagues,

By now, you may have seen Brent’s email and the press release we issued announcing our plans to combine our U.S. Pharma business with ISTA Pharmaceuticals, Inc. This is a significant milestone for our team and for Bausch + Lomb overall.

Together, Bausch + Lomb and ISTA will offer a comprehensive portfolio of medicines to meet patients’ eye-health needs. The addition of ISTA’s market leading non-steroidal, as well as allergy, glaucoma and spreading agents to our already robust portfolio of branded, generic and OTC products, will create a powerful offering for our customers. These additions will not only increase our relevance to eye care professionals (or specialists), but they will also open the door to other health care professionals, including allergists and pediatricians.

This combination further demonstrates our company’s continued commitment to bring meaningful medical advances to the many physicians and patients we serve.  Through ISTA’s impressive pipeline, as well as our own D&R initiatives, our mid-to-late stage innovations will nearly double.

While this is excellent news for our business, I know that announcements like this bring both excitement and uncertainty because of the change that will ultimately be required.  Brent and I, along with the rest of our senior leadership team, are committed to open and honest communication as we work to combine our business with ISTA. In this spirit, here’s what I can tell you today about the pre-combination process:

First, Bausch + Lomb and ISTA will continue to operate separately and independently as we proceed through a mandatory regulatory review process and approval by ISTA’s shareholders.  Until we receive regulatory approval and consummate the deal, there will be no immediate changes to our day-to-day operations.

Second, we will establish a pre-combination team, led by me, which will include leaders from both companies.  This team will work to develop an integration plan, so that we hit the ground running once the deal formally closes.  In the meantime, we’re going to put all hiring within our U.S. Pharma business, as well as hiring for administrative positions in Aliso Viejo, on-hold for the time-being. This is a necessary and important step, which will be helpful when it comes time to bring our two organizations together.

Obviously, there will be much more to come in the months ahead about this exciting combination. Should you have questions, we will do our best to provide answers as soon as they are available. Now more than ever, it’s critically important that we remain focused on maintaining our momentum and keeping our customers front and center in all that we do.

 
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Thank you for your continued hard work, your focus and your commitment to the many physicians and patients we serve.

Regards,
Dan

 
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
 
ISTA plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction.  The Proxy Statement will contain important information about ISTA, Bausch + Lomb, the transaction and related matters.  Investors and security holders are urged to read the Proxy Statement carefully when it is available.
 
Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by ISTA through the web site maintained by the SEC at www.sec.gov.
 
In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from ISTA by contacting Investor Relations at 949-789-3159 or jherbert@istavision.com.
 
ISTA and Bausch + Lomb and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from ISTA’s stockholders with respect to the transactions contemplated by the merger agreement.  Information regarding ISTA’s directors and executive officers is contained in ISTA’s Annual Report on Form 10-K for the year ended December 31, 2011, its proxy statement dated November 1, 2011, and its Current Report on Form 8-K filed December 6, 2011, which are filed with the SEC.  As of February 24, 2012, ISTA's directors and officers beneficially owned approximately 5,481,128 shares, or 13.10%, of ISTA's common stock.  Additional information regarding the interests of the participants in the solicitation of proxies in connection with the transaction will be included in the Proxy Statement.
 
 
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
 
Statements in this document regarding the proposed transaction between Bausch + Lomb and ISTA, the expected timetable for completing the transaction, benefits and synergies of the transaction, and any other statements about Bausch + Lomb or ISTA managements’ future expectations, beliefs, goals, plans or prospects constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” estimates and similar expressions) should also be considered to be forward looking statements.  There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements, including the ability to consummate the transaction, and the other factors described in ISTA’s Annual Report on Form 10-K for the year ended December 31, 2011.  Bausch + Lomb and ISTA disclaim any intention or obligation to update any forward looking statements as a result of developments occurring after the date of this document.
 
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