Warburg Pincus to Buy Bausch & Lomb

Bausch & Lomb announced today it has entered into a definitive merger agreement with affiliates of Warburg Pincus, the global private equity firm, in a transaction valued at approximately $4.5 billion, including approximately $830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus will acquire all of the outstanding shares of Bausch & Lomb common stock for $65 per share in cash. "This represents a premium of approximately 26 percent over the volume weighted average price of Bausch & Lomb’s shares for 30 days prior to press reports of rumors regarding a potential acquisition of the company," Bausch & Lomb said in a statement.

Bausch & Lomb said its board of directors, following the recommendation of a special committee composed entirely of independent directors, has unanimously approved the agreement and recommends that Bausch & Lomb shareholders approve the merger.

William H. Waltrip, lead director and chairman of the special committee of the Bausch & Lomb board, said, “After extensive negotiations and careful and thorough analysis, together with our independent advisors, the special committee and our board have unanimously endorsed this transaction as in the best interest of the company and our shareholders. We are pleased that this transaction appropriately recognizes the value of Bausch & Lomb’s highly respected brand and innovative products in the eye-care industry, while providing our shareholders with an immediate and substantial cash premium for their investment in Bausch & Lomb.”

Ronald L. Zarrella, chairman and CEO of Bausch & Lomb, said, “We believe this transaction with Warburg Pincus is good for the company’s employees, partners in the eye care profession, and customers, as well as our shareholders. As a private company, Bausch & Lomb will have greater flexibility to focus on our long-term strategic direction to be a global leader in providing innovative and technologically advanced eye health products to eye care professionals and consumers."

Zarrella added, "Our success is driven by the ongoing efforts of our talented employees around the world, and I thank them for their continued hard work and dedication. We look forward to working with Warburg Pincus to quickly complete the transaction.”

Bausch and Lomb said there is no financing condition to consummate the transaction and that it expects to hold a special meeting of stockholders to consider and vote on the proposed merger and merger agreement, among other things. The transaction is expected to close promptly following the satisfaction of all closing conditions.

Under the merger agreement, Bausch & Lomb may solicit superior proposals from third parties during the next 50 calendar days. To the extent that a superior proposal solicited during this period leads to the execution of a definitive agreement, Bausch & Lomb would be obligated to pay a $40 million breakup fee to affiliates of Warburg Pincus. Bausch & Lomb said it intends to solicit "superior proposals" during this period , through its special committee and with the assistance of independent advisors.

For more information, visit: www.bausch.com