14.09.2007 12:25:00
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Four Leading Independent Proxy Advisory Firms Recommend Bausch & Lomb Shareholders Vote ''For'' Transaction with Warburg Pincus
Bausch & Lomb (NYSE: BOL) announced today that four leading
independent U.S. proxy advisory firms, Institutional Shareholder
Services ("ISS”),
Egan-Jones Proxy Services, Glass Lewis & Co. and PROXY Governance, Inc.,
have each recommended that Bausch & Lomb shareholders vote "FOR”
the proposed transaction with affiliates of Warburg Pincus at Bausch &
Lomb’s September 21, 2007, special meeting of
shareholders. The voting analyses and recommendations of ISS,
Egan-Jones, Glass Lewis and PROXY Governance are relied upon by hundreds
of major institutional investment funds, mutual funds and fiduciaries
throughout the country.
"The recommendations of four leading
independent proxy advisory firms confirm our Board of Directors’
unanimous view that the transaction with Warburg Pincus delivers
significant cash value and is in the best interests of Bausch & Lomb and
all of our shareholders,” said Ronald L.
Zarrella, chairman and CEO of Bausch & Lomb. "We
urge all Bausch & Lomb shareholders to vote ‘FOR’
the proposed transaction with Warburg Pincus today so that their votes
can be counted at the Company’s upcoming
special meeting.”
In its analysis, ISS stated*:
"… given
that the Warburg Pincus buyout offer provides certainty of value to
current shareholders, we believe that the merger agreement warrants
shareholder support.”
In its analysis, Egan-Jones stated*:
"… Egan
Jones views the proposed merger agreement as a desirable approach in
maximizing stockholder value. …
we believe that the merger agreement is in the best interests of the
company and its stockholders and its advantages and opportunities
outweigh the risks associated to the transaction.”
In its analysis, Glass Lewis stated*:
"During the [go-shop]
period, the Company’s advisors contacted
multiple financial and strategic parties…The
proposed agreement offers shareholders a valuation that is, on balance,
in line with the valuations presented by the special committee’s
financial advisor.”
In its analysis, PROXY Governance stated*:
"…the
premium appears reasonable in light of the company’s
historic trading price and is supported by the available equity analyst
opinions. Moreover, based on the board’s
reasoning and the opinion of several equity analyst reports, we believe
that shareholders are better off with Warburg’s
all cash merger consideration than they would have been with a competing
stock/cash offer from AMO.”
As previously announced on May 16, 2007, Bausch & Lomb entered into a
definitive merger agreement whereby affiliates of Warburg Pincus will
acquire Bausch & Lomb for $65.00 in cash for each Bausch & Lomb share,
representing a total purchase price of approximately $4.5 billion,
including approximately $830 million of debt.
BAUSCH & LOMB SHAREHOLDERS ARE REMINDED THAT THEIR VOTES ARE
IMPORTANT, REGARDLESS OF THE NUMBER OF BAUSCH & LOMB SHARES OF COMMON
STOCK THEY OWN. An affirmative vote of the holders of not less than
66-2/3% of the shares of Company common stock and Class B stock
outstanding as of the close of business on the record date, voting
together as a single class, is required in order for the proposed merger
to be completed.
Whether or not Bausch & Lomb shareholders are able to attend the special
meeting in person, they should complete, sign, date and return the proxy
card as soon as possible. Shareholders may also vote their shares by
telephone or by the Internet as described on the proxy card accompanying
the definitive proxy statement. A failure to vote has the same effect
as a vote against approval of the merger agreement and the merger.
Shareholders are urged to act promptly as the special meeting is
scheduled for next week.
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 or need any assistance in submitting
their proxy or voting their shares should contact Bausch & Lomb’s
proxy solicitor, MacKenzie Partners, Inc., toll-free at 1-800-322-2885
or via e-mail at proxy@mackenziepartners.com.
The special meeting will be held on September 21, 2007, at 10:00 a.m.
local time at the Clarion Riverside Hotel, located at 120 East Main
Street, in Rochester, N.Y. Shareholders of record as of August 10, 2007,
are entitled to vote at the special meeting.
* Permission to use quotations was neither sought nor obtained.
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, N.Y., 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.
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