NEWS spectrum

Bausch & Lomb to Merge

Bausch & Lomb has entered into a definitive merger agreement with affiliates of global private equity firm Warburg Pincus 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 outstanding shares of Bausch & Lomb common stock for $65.00 per share in cash. B&L says this represents a premium of approximately 26 percent over the volume weighted average price of B&L's shares for 30 days before press reports of rumors regarding a potential acquisition.

B&L's Board of Directors, following the recommendation of a Special Committee composed entirely of independent directors, has unanimously approved the agreement and recommends that B&L shareholders approve the merger.

Ronald L. Zarrella, B&L's chairman and CEO, 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. We are proud to partner with Warburg Pincus, a distinguished firm with a strong reputation and proven track record of success in acquiring and guiding healthcare companies." He continued, "Warburg Pincus understands our industry and our business well, and will be a tremendous asset as we build upon our leadership position and continue to implement our strategic plan to deliver enhanced value for our customers worldwide. The firm shares our confidence in Bausch & Lomb's future and will support our people in achieving our long-term goals."

Elizabeth H. Weatherman, a Warburg Pincus managing director, said, "Bausch & Lomb is an exceptional company, with significant potential and a strong commitment to its employees, partners and customers worldwide."

The transaction is subject to certain closing conditions, including the approval of B&L's shareholders, regulatory approvals and the satisfaction of other customary closing conditions. There is no financing condition to consummate the transaction. B&L 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, B&L may solicit superior proposals from third parties during the 50 calendar days that follow the agreement. If a superior proposal solicited during this period leads to the execution of a definitive agreement, B&L would be obligated to pay a $40 million break-up fee to affiliates of Warburg Pincus.

Bausch & Lomb advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction.

Contact Lens Legislation Introduced to House

In late April, Representative Mike Ross (D-Ark.) introduced the Contact Lens Consumer Health Protection Act (HR 2012) to the U.S. House of Representatives. The bill seeks to amend the Fairness to Contact Lens Consumers Act to require contact lens sellers to provide a toll-free telephone number and a dedicated e-mail address for the purpose of receiving communications from prescribers. This bill would also:

• Require that if a prescriber communicates a question or concern to a seller before the verification period expires, the seller must obtain affirmative confirmation of the accuracy of the prescription from the prescriber before the prescription is considered verified.
• Allow prescribers to provide written notification to sellers requesting that verification requests be communicated through the prescribers' preferred method.
• Require that no contact lens seller overfill a contact lens prescription, defined as providing more lenses than the prescription specifies or providing more lenses than the number required to fill a prescription for the period beginning on the date the prescription is filled through its expiration date.
• Expand penalties for violations of certain sections of the act up to $100,000 per violation.

HR 2012 is cosponsored by Reps. Thomas Allen (D-Me.), John Boozman (R-Ark.), Thelma Drake (R-Va.), Ralph Hall (D-Texas) and Ed Whitfield (R-Ky) and has been referred to the Committee on Energy and Commerce.

Silicone Hydrogels More Comfortable, Study Finds

A study designed to measure the proportion of daily wear hydrogel lens wearers who wear lenses in challenging environments and their resulting comfort demonstrated that daily wear silicone hydrogel lenses can improve comfort significantly versus hydrogel lenses in most surroundings.

The findings appear in the April Optometry and Vision Science, the peer-reviewed journal of the American Academy of Optometry. The study was sponsored by Vistakon.

A second objective was to determine whether refitting those wearers with newer types of silicone hydrogel lenses affects comfort among subjects who wear lenses in challenging situations. The research shows that newer, second-generation silicone hydrogels made from senofilcon A and galyfilcon A can significantly reduce the frequency of commonly reported ocular surface symptoms such as dryness and discomfort in adverse environments.

Baseline data were collected from 496 hydrogel soft lens wearers on the frequency of use of lenses and the associated comfort in challenging environments. Subjects were then randomized to be refit with one of three silicone hydrogel lenses for daily wear use: senofilcon A (Acuvue Oasys, Vistakon), galyfilcon A (Acuvue Advance, Vistakon) or lotrafilcon B (O₂Optix, CIBA Vision). Participants were masked to their new lens type. After two weeks of wear, participants who wore senofilcon A and galyfilcon A reported significantly improved comfort in most situations. Subjects who were fit with lotrafilcon B reported fewer symptoms in many environments but did not report a significant improvement in the most frequently experienced challenging environments.

Lens wearers reported dusty, polluted or smoky environments as the least comfortable situations for wear. However, after being refit with silicone hydrogel lenses, participants reported that many environments, particularly those in which they reported the most discomfort with hydrogel lenses, no longer appeared to pose such a challenge.

Study Examines UV Exposure

Ultraviolet exposure to the eye during early morning and late afternoon is approximately double that of the mid-morning/early afternoon period during spring, summer and fall, a new study finds.

Findings from the study, which was sponsored by Johnson & Johnson K.K. Vision Care Company (Tokyo) were presented at the 111th Annual Meeting of the Japanese Ophthalmological Society.

Research was conducted on the campus of Kanazawa Medical University in September and November 2006. After incorporating a tiny UV sensor into the ocular segment of a specially designed model, UV-B rays entering the eye were measured from sunrise to sunset.

On Sept. 21, around the time of the Autumnal Equinox, the two highest points in the UV exposure test to the eye were recorded around 9 a.m. and from 2 p.m. to 3 p.m. UV exposure to the eye for four hours from 10 a.m. to 2 p.m. recorded nearly half of the highest UV exposure points in the morning and evening.

As the solar angle decreased, peak UV exposure to the eyes moved back toward mid-day. On Nov. 21, one of the highest points of exposure occurred around noon under the same conditions as the previous test.