Exhibit 1
[Xxxxxx Xxxxxx Logo]
June 6, 2000
To Fellow Shareholders:
I am pleased to inform you that, on May 30, 2000, Xxxxxx Xxxxxx VisionCare,
Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Novartis AG ("Parent") and WJ Acquisition Corp.
("Purchaser"), an indirect wholly owned subsidiary of Parent, pursuant to
which Purchaser has commenced a cash tender offer (the "Offer") to purchase
all of the Company's outstanding shares of common stock, including the
associated rights to purchase preferred stock (the "Shares"), at a price of
$38.50 per Share, net to the seller in cash, without interest.
Under the Merger Agreement, the Offer will be followed by a merger (the
"Merger") in which any remaining Shares of the Company's common stock will be
converted into the right to receive the same cash consideration per Share as
is paid to shareholders in the Offer.
The Xxxxxx Xxxxxx Board of Directors has unanimously determined that the
Merger Agreement and the transactions contemplated thereby, including each of
the Offer and the Merger, are advisable and fair to, and in the best interests
of, the Company and the holders of Shares, has approved and adopted the Merger
Agreement and the transactions contemplated thereby, including each of the
Offer and the Merger, and has recommended that holders of Shares accept the
Offer and tender their Shares pursuant to the Offer.
In arriving at its determination and recommendation, the Board gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including the opinion, dated May 29, 2000, of Bear, Xxxxxxx &
Co. Inc., the Company's financial advisor, that, as of such date, the $38.50
per Share cash consideration to be received by the holders of the Shares in
the Offer and the Merger is fair to such holders, from a financial point of
view.
Additional information with respect to the Board's decision and its actions
is contained in the enclosed Schedule 14D-9. In addition, enclosed is the
Offer to Purchase dated June 6, 2000, together with related materials,
including a Letter of Transmittal, to be used for tendering your Shares
pursuant to the Offer. These documents state the terms and conditions of the
Offer and the Merger, provide detailed information about the transactions and
include instructions as to how to tender your Shares. We urge you to read
these documents carefully.
I appreciate very much the opportunity I have had to serve as the Chairman
of the Board of Directors and Chief Executive Officer of the Company. I hope
you are as pleased as I am that your investment in the Company has led to the
opportunity afforded by the Offer.
Sincerely,
[Signature]
Xxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
XXXXXX XXXXXX CORPORATION 000 XXXX XXXXXX XXXXXX XXX XXXXXXX, XXXXXXXX
00000-5903
TELEPHONE 000-000-0000
