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`Home ... Newsroom 2012 archive Bausch + Lomb To Acquire ISTA Pharmaceuticals
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`FOR RELEASE 3/26/2012, Monday
`Bausch + Lomb to Acquire ISTA Pharmaceuticals
`Combination Enhances Bausch + Lomb's Growing Pharmaceutical Business; Creates Comprehensive Portfolio of
`Medicines; and Dramatically Expands D&R Pipeline
`
`MADISON, NJ and IRVINE, CA(Marketwire March 26, 2012) Bausch + Lomb, the global eye health company, and ISTA
`Pharmaceuticals, Inc. (NASDAQ: ISTA), today announced that they have signed a definitive agreement under which
`Bausch + Lomb ("the Company") will acquire ISTA for $9.10 per share in cash, or a total of approximately $500 million. The
`transaction, which has been unanimously approved by the boards of directors of both companies, is expected to close in
`the second quarter of 2012.
`
`Bausch + Lomb's acquisition of ISTA accelerates the company's strategy to strengthen its pipeline and marketed products
`and capabilities. The transaction is expected to drive growth and high performance for the long term.
`
`The combination adds ISTA's portfolio of industryproven nonsteroidal, antiinflammatory, allergy, glaucoma and spreading
`agents to Bausch + Lomb's robust, complementary portfolio of existing Rx ophthalmology and OTC eye health products.
`The companies also have complementary development pipelines. ISTA's pipeline includes candidates in various stages of
`development to treat various ocular conditions including inflammation and pain, while Bausch + Lomb's pipeline of
`pharmaceutical innovations include the first of a new class of ocular antiinflammatory agents to come along in decades,
`and a promising approach to reducing intraocular pressure in patients with openangle glaucoma or ocular hypertension.
`
`"ISTA is an excellent strategic fit with Bausch + Lomb's rapidly growing pharmaceutical business, and this combination
`represents an important step in Bausch + Lomb's commitment to becoming the best global eye health company," said Brent
`Saunders, president and chief executive officer, Bausch + Lomb. "Because Bausch + Lomb already manufactures nearly all
`of ISTA's current U.S. products, our companies have known each other well for many years. We share a strong overlapping
`customer base in the U.S., a commitment to serving our physicians and patients and a track record of developing
`meaningful medical advances in eye health. With this combination, we will significantly enhance our pharmaceutical
`pipeline, nearly doubling the number of mid to latestage innovations. We look forward to delivering the benefits of this
`combination to customers, patients, employees and partners of both companies."
`
`"Along with the rest of our Board of Directors, I am pleased that the tremendous assets ISTA's people have created with our
`products and pipeline have been recognized by Bausch + Lomb, a global leader in eye health, and that we were able to
`finalize a transaction after a thorough process that delivers shareholders an important return on their investment in ISTA,"
`said Vicente Anido, Jr., Ph.D., President and Chief Executive Officer of ISTA Pharmaceuticals. "Both companies have a
`significant commitment to serving the needs of the healthcare industry, eye care professionals and patients alike. ISTA's
`portfolio of prescription eye and allergy products is a natural extension of Bausch + Lomb's pharmaceutical business focus.
`Together, we create an impressive platform to commercialize new eye care and allergy products already under
`development."
`
`The transaction, which is expected to be accretive to Bausch + Lomb's EBITDA in the first year after close, is subject to
`regulatory approval and other customary closing conditions, including the approval of ISTA's shareholders. The companies
`will continue to operate independently until completion of the transaction.
`
`Bausch + Lomb currently intends to finance the acquisition with a combination of cash on hand and the proceeds of a $350
`million incremental term loan facility to be provided under its existing credit facility and available borrowings under its
`existing revolving credit facilities or, alternatively, to obtain other financing in lieu of the foregoing (provided that Bausch +
`Lomb intends in all cases to have a combination of cash on hand and committed financing sufficient to finance the
`acquisition). Bausch + Lomb has obtained commitments for the full amount of the incremental facility from Citigroup Global
`Markets Inc., JPMorgan Chase Bank, N.A., Credit Suisse AG, Goldman Sachs Bank USA, and Bank of America Merrill
`Lynch.
`
`This purchase price reflects a 10% premium to the share price as of the market close on March 23, 2012, a 40% premium to
`the proposal letter ISTA publicly confirmed it received from Valeant Pharmaceuticals and a 134% premium to the share
`price on December 15, 2011, the trading day prior to ISTA's announcement of the proposal letter it received from Valeant
`Pharmaceuticals and the ISTA board's announcement of its intention to review strategic options.
`
`Goldman, Sachs & Co. served as financial advisor to Bausch + Lomb in this transaction and Cleary Gottlieb Steen &
`Hamilton LLP served as legal counsel. Greenhill & Co. served as financial advisor to ISTA and Stradling Yocca Carlson &
`Rauth and WilmerHale LLP served as legal advisors.
`
`About ISTA Pharmaceuticals
`ISTA Pharmaceuticals, Inc. is a fast growing and the third largest branded prescription eye care business in the United
`States with an expanding focus on allergy therapeutics. ISTA currently markets four products, including treatments for
`ocular inflammation and pain postcataract surgery, glaucoma and ocular itching associated with allergic conjunctivitis. The
`Company's development pipeline contains additional candidates in various stages of development to treat dry eye, ocular
`inflammation and pain, and nasal allergies. Headquartered in Irvine, California, ISTA generated revenues of $160 million in
`2011. For additional information about ISTA, please visit the corporate website at www.istavision.com.
`
`About Bausch + Lomb
`Bausch + Lomb is one of the bestknown and most respected healthcare companies in the world. Its core businesses
`include contact lenses and lens care products, ophthalmic surgical devices and instruments, and ophthalmic
`pharmaceuticals. Founded in 1853, the company is headquartered in Rochester, N.Y., and employs roughly 11,000 people
`worldwide. Its products are available in more than 100 countries. More information is available at www.bausch.com.
`
`
`
`IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
`ISTA plans to file with the SEC and mail to its stockholders a Proxy Statement in connection with the transaction. The Proxy
`Statement will contain important information about ISTA, Bausch + Lomb, the transaction and related matters. Investors and
`security holders are urged to read the Proxy Statement carefully when it is available.
`
`Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the
`SEC by ISTA through the web site maintained by the SEC at www.sec.gov.
`
`In addition, investors and security holders will be able to obtain free copies of the Proxy Statement from ISTA by contacting
`Investor Relations at 9497893159 or jherbert@istavision.com.
`
`ISTA and Bausch + Lomb and their respective directors and executive officers may be deemed to be participants in the
`solicitation of proxies from ISTA's stockholders with respect to the transactions contemplated by the merger agreement.
`Information regarding ISTA's directors and executive officers is contained in ISTA's Annual Report on Form 10K for the
`year ended December 31, 2011, its proxy statement dated November 1, 2011, and its Current Report on Form 8K filed
`December 6, 2011, which are filed with the SEC. As of February 24, 2012, ISTA's directors and officers beneficially owned
`approximately 5,481,128 shares, or 13.10%, of ISTA's common stock. Additional information regarding the interests of the
`participants in the solicitation of proxies in connection with the transaction will be included in the Proxy Statement.
`
`SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
`Statements in this document regarding the proposed transaction between Bausch + Lomb and ISTA, the expected
`timetable for completing the transaction, benefits and synergies of the transaction, and any other statements about Bausch
`+ Lomb or ISTA managements' future expectations, beliefs, goals, plans or prospects constitute forward looking statements
`within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of
`historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," estimates and similar
`expressions) should also be considered to be forward looking statements. There are a number of important factors that
`could cause actual results or events to differ materially from those indicated by such forward looking statements, including
`the ability to consummate the transaction, and the other factors described in ISTA's Annual Report on Form 10K for the
`year ended December 31, 2011. Bausch + Lomb and ISTA disclaim any intention or obligation to update any forward
`looking statements as a result of developments occurring after the date of this document.
`
`Contact Information
`
`For ISTA Investor Relations:
`Lauren Silvernail
`9497885302
`lsilvernail@istavision.com
`Jeanie Herbert
`9497893159
`jherbert@istavision.com
`For Bausch + Lomb Media Relations:
`Adam Grossberg
`(973) 3606439
`adam.grossberg@bausch.com
`Teresa Panas
`(973) 3606382
`Teresa.Panas@bausch.com
`
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