ROCHESTER, N.Y. − Bausch & Lomb (NYSE:BOL) announced today that it has filed with the Securities and Exchange Commission definitive proxy materials in connection with the Company’s pending merger agreement with Warburg Pincus. The mailing of such proxy materials to shareholders is expected to begin this week. As previously announced on May 16, 2007, Bausch & Lomb entered into a definitive merger agreement with Warburg Pincus, pursuant to which affiliates of Warburg Pincus will acquire all of the outstanding shares of Bausch & Lomb common stock for $65.00 per share in cash.
A special meeting of the shareholders of Bausch & Lomb, to consider and vote upon the proposed merger, has been scheduled for September 21, 2007 at 10:00 a.m., local time, at Clarion Riverside Hotel, 120 East Main Street, Rochester, New York 14604. Bausch & Lomb shareholders of record as of the close of business on August 10, 2007 will be entitled to vote at the special meeting.
The Board of Directors of Bausch & Lomb, acting upon the recommendation of the Special Committee composed entirely of independent directors, has unanimously approved the Warburg Pincus transaction and recommends that all Bausch & Lomb shareholders vote “FOR” the approval of the merger agreement and the merger. Bausch & Lomb is seeking, and the merger agreement requires, approval of the merger agreement and the merger by the affirmative vote of the holders of two-thirds of the outstanding shares of the Company’s common stock and Class B stock, voting together as a single class, entitled to vote at the special meeting.
Shareholders are encouraged to read the Company’s definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors’ unanimous recommendation that shareholders vote FOR the approval and adoption of the merger agreement and the merger.
Shareholders who have questions about the merger, need assistance in submitting their proxy or voting their shares should contact the Company’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, NY 10016, 1-800-322-2885, Email: firstname.lastname@example.org
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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 at www.bausch.com. Copyright Bausch & Lomb Incorporated.
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) whether or not AMO would submit a revised proposal, (3) Bausch & Lomb’s ability to satisfy certain terms of the Warburg Pincus Agreement (including certain determinations by the Bausch & Lomb Board of Directors), (4) actions by regulatory authorities and shareholders, (5) Bausch & Lomb’s financial results and performance, (6) the consummation of necessary financing in connection with a transaction, (7) the satisfaction of closing conditions, (8) actions by Bausch & Lomb or Warburg Pincus, and (9) 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 and 8-K. 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.