Bausch & Lomb Shareholders Approve Merger with Affiliates of Warburg Pincus
"We are pleased with the outcome of today's vote," said Ronald L. Zarrella, chairman and CEO of Bausch & Lomb. "On behalf of the Bausch & Lomb Board and management team, I want to thank our shareholders, customers and dedicated employees for their support throughout this process. We look forward to promptly completing the transaction."
The tabulation indicates that more than two thirds of the total shares outstanding and entitled to vote at the meeting were voted in favor of the transaction.
In accordance with the terms of the merger agreement, at the closing, each outstanding share of common and Class B stock of Bausch & Lomb will be cancelled and converted into the right to receive $65.00 in cash, without interest, less any applicable withholding taxes. The transaction, which is subject to customary closing conditions, is expected to close early in the third quarter. Pursuant to the merger agreement, affiliates of Warburg Pincus are not required to consummate the merger until after expiration of a "marketing period" of 20 business days following the shareholder vote. Closing of the merger is not subject to a financing condition.
About Bausch & Lomb
Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable contact lenses and lens care products, and ophthalmic surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world. Founded in 1853, Bausch & Lomb is headquartered in Rochester, New York, and employs approximately 13,000 people worldwide. Its products are available in more than 100 countries. More information about Bausch & Lomb can be found on the Bausch & Lomb Web site at www.bausch.com.
About Warburg Pincus
Warburg Pincus has been a leading private equity investor since 1971. The firm currently has approximately $20 billion of assets under management investing from nine offices around the world. Since inception, Warburg Pincus has invested $26 billion in 570 companies in 30 countries and across a range of sectors, including healthcare, consumer and retail, industrial, financial services, energy, real estate and technology, media and telecommunications. The firm has invested $4.8 billion in healthcare-related companies around the world, including approximately $1.5 billion in medical devices and $1.65 billion in life science and pharmaceutical companies. Notable medical device and pharmaceutical investments include: American Medical Systems (Nasdaq: AMMD), ev3 (Nasdaq: EVVV), Kyphon (Nasdaq: KYPH), Tornier, Wright Medical Group (Nasdaq: WMGI), The Medicines Company (Nasdaq: MDCO), Zentiva (LSE: ZEND, PSE: ZENTIVA) and Harbin Pharmaceutical. Warburg Pincus counts among its other signature investments: Knoll (NYSE: KNL), Neiman Marcus, NeuStar (NYSE: NSR), Bharti Tele-ventures (BSE: Bharti) and WNS Global Services (NYSE: WNS). For more information please visit www.warburgpincus.com.
Forward Looking Statements
This news release contains, among other things, certain statements of a forward-looking nature. Such statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statement. These factors include, but are not limited to, (1) market conditions, (2) Bausch & Lomb's ability to satisfy certain terms of the proposed merger agreement, (3) actions by regulatory authorities and shareholders, (4) Bausch & Lomb's financial results and performance, (5) the consummation of necessary financing in connection with a transaction, (6) the satisfaction of closing conditions, (7) actions by Bausch & Lomb or Warburg Pincus, and (8) other factors described in the Company's filings with the Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 12b-25, 8-K and the definitive proxy statement. Many of the factors that will determine the outcome of the subject matter of this communication are beyond the Company's ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future results or otherwise.
Bausch & Lomb
Michael L. McDougall, APR
Matthew Sherman/Andrea Salas
Joele Frank, Wilkinson Brimmer Katcher
Bausch & Lomb Investor Relations:
Daniel L. Ritz, 585-338-5802
Posted: September 2007
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