Exhibit 2
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[Xxxxxx Xxxxxx VisionCare, Inc. letterhead]
April 10, 2000
VIA FACSIMILE AND HAND DELIVERY
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Ocular Sciences, Inc.
000 Xxxxxx Xxxxxx
Xxxxx Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxx, Chairman of the Board
Dear Xxxx:
Pursuant to Section 5.5 of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of March 19, 2000, among Xxxxxx Xxxxxx VisionCare,
Inc. ("WJ"), OSI Acquisition Corp. and Ocular Sciences, Inc. ("Ocular"), this is
to notify you that the Board of Directors of WJ has determined that there is a
reasonable likelihood that the tender offer made by Xxxxx Xxxxxxxxxxx Inc., a
wholly-owned subsidiary of Bausch & Lomb Incorporated ("B&L"), which commenced
on April 3, 2000, for all of the outstanding shares of the common stock of WJ at
$34.00 per share, subject to the terms and conditions contained therein, could
result in a Superior Proposal (as defined in Section 8.11(j) of the Merger
Agreement). Consistent with this determination, the Board of Directors has
instructed the management of WJ to inform B&L of its decision and to begin
discussions with B&L. In addition, prior to providing any information regarding
WJ to B&L, WJ will obtain from B&L a confidentiality agreement containing terms
at least as stringent as those contained in the Confidentiality Agreement
April 10, 2000
Page 2
between WJ and Ocular. If you have questions, regarding the foregoing, please
call me.
Sincerely,
Xxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
cc: Xxxxxxxxx X. Xxxxxxxx, III, Esq.
Pillsbury Madison & Sutro
00 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx, Esq.
Xxxxx, Xxxxx, Xxxxxx, Xxxxxxx
& Xxxxxxxx
Xxxxxx X. Xxxxxxx, Esq.
Xxxxxxx, Xxx & Xxxxxxxx LLP
Xxxxxx X. Xxxxx, Esq.
Xxxxxxxx & Xxxxx
