Bausch & Lomb, Warburg Pincus plan to merge in $4.5 billion transaction

May 23, 2007

Rochester, NY-Bausch & Lomb (B&L) plans to merge with affiliates of Warburg Pincus, a global private equity firm, in a transaction valued at approximately $4.5 billion, including about $830 million of debt.

Rochester, NY-Bausch & Lomb (B&L) plans to merge with affiliates of Warburg Pincus, a global private equity firm, in a transaction valued at approximately $4.5 billion, including about $830 million of debt.

Under the terms of the agreement, affiliates of Warburg Pincus will acquire all of the outstanding shares of B&L common stock for $65 per share in cash. B&L expects to hold a special meeting of stockholders to vote on the proposed merger. If approved, the transaction is expected to close following the satisfaction of regulatory approvals and other customary closing conditions.

“This transaction appropriately recognizes the value of Bausch & Lomb’s highly respected brand and innovative products in the eye-care industry while providing our shareholders with an immediate and substantial cash premium for their investment,” said William H. Waltrip, lead director and chairman of a special committee of the board of directors of B&L that recommended approval of the agreement by the whole board.

Ronald L. Zarrella, B&L chairman and chief executive officer, said, “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.”

Noting the private equity firm’s “success in acquiring and guiding health-care companies,” Zarrella added, “Warburg Pincus understands our industry and our business well.”

B&L, headquartered in Rochester, NY, was founded in 1853 and employs about 13,000 people worldwide. Its products are available in more than 100 countries.

Warburg Pincus, with U.S. offices in New York City and Menlo Park, CA, was established in 1971 and manages approximately $20 billion of assets from nine offices in seven countries. Since its inception, the firm has invested $4.8 billion in health care-related companies around the world, including approximately $1.5 billion in medical devices and $1.65 billion in life science and pharmaceutical companies. Its health care-related investments include American Medical Systems, ev3, Kyphon, Tornier, Wright Medical Group, The Medicines Co., Zentiva, and Harbin Pharmaceutical.