Exhibit 2
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[▇▇▇▇▇▇ ▇▇▇▇▇▇ VisionCare, Inc. letterhead]
April 10, 2000
VIA FACSIMILE AND HAND DELIVERY
-------------------------------
Ocular Sciences, Inc.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇, Chairman of the Board
Dear ▇▇▇▇:
Pursuant to Section 5.5 of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of March 19, 2000, among ▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 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,
▇▇▇▇▇ ▇. ▇▇▇▇
Chairman of the Board and
Chief Executive Officer
cc: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III, Esq.
Pillsbury Madison & Sutro
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇, ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
