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Wesley Jessen merging with Ocular Sciences, Inc

DES PLAINES, ILL.--Mar. 20, 2000--Wesley Jessen VisionCare, Inc. and Ocular Sciences, Inc. 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.
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 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."
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.
"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.

All contact lens wearers might suffer from corneal damage
NEW YORK, N.Y.--Mar. 12,1998--All contact-lens wearers eventually might suffer from corneal damage, reports a new study that adds weight to the inherent risk borne by all eyecare consumers.
The study, which was conducted by the University of Bern in Switzerland, builds upon previous research that has suggested people who wear contacts run a higher risk of having corneal ulcers and other problems.
The new study separated 55 people into three groups: 29 who had never used contact lenses; 13 who had worn soft lenses for an average of 14 years; and 11who had used gas-permeable lenses for on average of 15 years.
According to the study, all patients who had worn contact lenses in the past had deposits in their corneas. None of the 29 nonusers had deposits.
Soft-lens users had more severe deposits than did those subjects who used gas-permeable lenses. Soft lenses do not allow as much oxygen to pass through them as do gas-permeable lenses. The lack of oxygen, says the study, might be one of the causes of the deposits.
"Because the number of patients having worn contact lenses for more than two decades will increase significantly in the near future, irreversible corneal changes may be generated in a large number of patients and require treatment," the researchers wrote in the November issue of ophthalmology.
But one American contact lens expert says that wearers are not exclusively disposed to these deposits, and that non-users are not necessarily indisposed.
Wesley Jessen to Convert Certain Lenses to Made-to-Order
DES PLAINES, Ill.--Jan. 22, 2000--Wesley Jessen's less frequently ordered powers of its clear spheres, clear torics, and colored spheres will be made-to-order products, rather than inventoried according to a conversion plan the company has announced. 
"We anticipate continuing declines in conventional lens volume as the market continues to evolve to frequent replacement," said Kevin J. Ryan, Wesley Jessen chairman, president and CEO. "However, for millions of patients, conventional lenses continue to provide cost-effective, reliable vision correction."
The company said its long-term plan is to continue to offer its broad array of conventional lenses, but will gradually convert them from in-stock lenses to made-to-order products. "Ultimately we may convert our entire line of conventional lenses to made-to-order status," added Ryan.
Opticianry A.S. Degree Programs Move Forward
NEW YORK, N.Y.--Feb. 02,2000--The National Academy of Opticianry (NAO), National Federation of Opticianry Schools (NFOS), and Opticians Association of America (OAA) are now offering associate degree programs for work place opticians. The NAO program, in conjunction with the California College for Health Sciences and the Contact Lens Society of America, is based completely on distance learning via Internet- or print-based study. Upon successful completion, graduates receive an Associate of Science degree in Allied Health with a concentration in Opticianry. The NFOS program combines Internet- or print-based delivery with college-instructed clinical courses in an ophthalmic office; students can enroll at participating colleges around the country for the Fall 2000 semester. The OAA, partnering with The Learning Curve and Charter Oak State College, has developed a program where students can choose self-paced options for earning credit: traditional, university correspondence, independent guided study, testing, portfolio review, and credit for professional certifications and licenses. "In today's job market, there is a large demand for people with college degrees and technical skills," says Jim Iciek, NAO executive director. "Proven distance learning educational programs are the most effective alternative to a traditional classroom setting."
B&L and Alcon Reach Settlement
ROCHESTER, N.Y. --Feb. 02,2000--Bausch & Lomb and Alcon Laboratories, Inc. settled a six-year-old lawsuit involving a Bausch & Lomb patent that related to the enzymatic cleaning of contact lenses. The settlement resolves the patent infringement case filed By B&L against Alcon in October 1994, in the U.S. District Court for the Western District of New York, concerning B&L's Patent No. 5,096,607. Under the terms of the settlement agreement, Alcon will pay an upfront payment to B&L of $25 million, or approximately $0.27 per share, which will be recorded as income in the first quarter of this year, B&L said. Additionally, Alcon will pay B&L a stream of royalties over the next eight years for a worldwide license under
B&L's patent for the simultaneous use of a chemical disinfecting solution with an enzyme cleaning product for contact lens care. As part of the settlement, both parties have agreed that no additional details will be provided, B&L said

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