NOTICE TO CLASS MEMBERS OF PROPOSED SETTLEMENT OF CLASS ACTION
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1 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF MONROE X IN RE BAUSCH & LOMB INC. : BUYOUT LITIGATION : X Index No. 07/6384 NOTICE TO CLASS MEMBERS OF PROPOSED SETTLEMENT OF CLASS ACTION Notice is hereby given to you of a proposed settlement (the Proposed Settlement ) in the above-entitled and numbered action (the Action ). This Notice is sent to you by order of the Supreme Court of the State of New York, County of Monroe (the Court ). It is not an expression of any opinion by the Court. It is to notify you of the terms of the Proposed Settlement of the Action. PLEASE READ THIS NOTICE CAREFULLY. I. WHY YOU HAVE RECEIVED THIS NOTICE You received this Notice to Class Members of Proposed Settlement of Class Action (the Class Notice ) because you have been identified as a member of the settlement Class (defined in Part II below) in this Action. This Proposed Settlement arises from the agreement and plan of merger (the Merger Agreement ) between Bausch & Lomb, Inc. ( Bausch & Lomb, or the Company ) and Warburg Pincus LLC ( Warburg Pincus ) pursuant to which affiliates of Warburg Pincus would acquire all outstanding shares of Bausch & Lomb and the public shareholders of Bausch & Lomb would receive $65.00 cash per share, which was announced on May 16, 2007 (the Transaction ). Plaintiffs First Derivative Traders L.P., Gloria James-King and Bob Palmer on behalf of themselves and all others similarly situated (collectively, the Plaintiffs ) and defendants Bausch & Lomb, Warburg Pincus, Ronald L. Zarrella, Alan M. Bennett, Catherine M. Burzik, Domenico De Sole, Paul A. Friedman, Jonathan S. Linen, Ruth R. McMullin, Linda Johnson Rice, William H. Waltrip, Barry W. Wilson, and Kenneth L. Wolfe (collectively, the Defendants, and together with the Plaintiffs, the Settling Parties ), have agreed upon terms to settle this Action and have signed a Stipulation of Settlement setting forth the terms of the Proposed Settlement. On the 8th day of February, 2008, the Court will hold a hearing (the Fairness Hearing ) to consider whether to finally approve the Proposed Settlement. II. DESCRIPTION OF THE SETTLEMENT CLASS If you received this Class Notice, then you have been identified as a member of the Class (a Class Member ). The Class consists of all persons or entities that were record or beneficial holders of Bausch & Lomb common stock at any time during the period from (and including) July 1, 2006 through (and including) October 26, 2007 (such period, the Class Period ), including the legal representatives, heirs, successors in interest, assigns and transferees, intermediate and remote, of all such foregoing holders and/or owners, immediate and remote, and excluding Defendants and any person, firm, trust, corporation, or other entity related to or affiliated with any of them and their successors in interest. As explained below, you may exclude yourself from the Settlement only with respect to a claim for monetary damages arising out of the Transaction. III. SUMMARY OF THE ACTION A. Nature of the Claims On May 16, 2007, Bausch & Lomb issued a press release announcing the Merger Agreement, whereby Bausch & Lomb agreed to be acquired by affiliates of Warburg Pincus in the Transaction. Between May 16 and July of 2007, six complaints were filed in New York state courts. The complaints were captioned Brower v. Bausch & Lomb, Inc., et al., Index No. 07/ (N.Y. Sup. Ct., County of New York); First Derivative Traders L.P. v. Zarrella, et al., Index No. 07/6384 (N.Y. Sup. Ct., County of Monroe); Gottlieb v. Bausch & Lomb, Inc., et al., Index No. 07/6506 (N.Y. Sup. Ct., County of Monroe); Palmer v. Warburg Pincus LLC, et al., Index No. 07/6634 (N.Y. Sup. Ct., County of Monroe); Brower v. Bausch & Lomb, Inc., et al., Index No. 07/7323 (N.Y. Sup. Ct., County of Monroe); and James-King v. Bausch & Lomb, Inc., et al., Index No. 07/8565 (N.Y. Sup. Ct., County of Monroe). Each of the complaints was filed as a putative class action on behalf of the public shareholders of Bausch & Lomb and stated substantially similar allegations that Bausch & Lomb s directors breached their fiduciary duties to shareholders in connection with entering into the Merger Agreement and certain of which actions also alleged that Warburg Pincus aided and abetted this alleged breach. After the complaints captioned Brower v. Bausch & Lomb, Inc., et al., Index No. 07/ (N.Y. Sup. Ct., County of New York) and Gottlieb v. Bausch & Lomb, Inc., et al., Index No. 07/6506 (N.Y. Sup. Ct., County of Monroe) were voluntarily withdrawn, the remaining state court cases were consolidated by orders of the Court in the above-captioned Action In re Bausch & Lomb Inc. Buyout Litigation, Index No. 07/6384 (N.Y. Sup. Ct., County of Monroe).
2 B. The Parties Agreed to Settle the Action The Plaintiffs, by their counsel, discussed and negotiated at arm s length with counsel for the Defendants a compromise and settlement of the Action with a view to settling the issues in dispute and achieving the best possible relief consistent with the interests of the Class, as discussed below. The Defendants have strenuously denied, and continue to so deny, each and every allegation of liability and wrongdoing made against them in the operative petition in the Action, and assert that they have meritorious defenses to those claims, namely that their conduct has, at all times, been lawful and proper in all respects, and that judgment or judgments should be entered dismissing all claims against them with prejudice. IV. WHO ARE CLASS COUNSEL Class Counsel are the attorneys who represent the interests of the Class as a whole, which includes you as a Class Member. Co-lead Class Counsel in the Action are Wolf Haldenstein Adler Freeman & Herz LLP and Harwood Feffer LLP. Class Counsel are obligated to represent you, but they are not permitted to represent the interests of an individual Class Member in a way that adversely affects the Class as a whole. You may seek the advice of your own private attorney, at your own expense, if you desire. You may contact Class Counsel at the following addresses and telephone numbers: Mark C. Rifkin, Esq. WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 270 Madison Avenue New York, NY (212) Robert I. Harwood, Esq. HARWOOD FEFFER LLP 488 Madison Avenue New York, NY (212) V. BENEFITS OF THE PROPOSED CLASS SETTLEMENT Pursuant to the Proposed Settlement, the Company agreed to supplement the Definitive Proxy Statement. The Company filed the supplement (the Proxy Statement Supplement ) with the Securities and Exchange Commission on or about August 31, 2007 and mailed the Proxy Statement Supplement to the Company s stockholders of record as of the close of business on August 10, 2007 on or about September 5, The Proxy Statement Supplement contained additional information concerning the sale process, Bausch & Lomb s consideration of other potential bidders for the Company, financial projections reviewed by the Company, and fees paid to financial advisors of the Company all of which was provided to better inform the Company s public shareholders in deciding whether to vote in favor of or against the Transaction. On September 21, 2007, the Transaction was approved by holders of more than two thirds of the total shares outstanding and entitled to vote thereon. VI. RELEASE OF CLASS MEMBERS CLAIMS AND DISMISSAL OF THIS ACTION AND RELATED FEDERAL ACTIONS If the Court approves the Proposed Settlement at the Fairness Hearing, as a Class Member, you will release all claims, individual or derivative, having anything to do with the Transaction or which were or could have been alleged in this Action or in related federal actions against Defendants in this Action, defendants in the federal actions, WP Prism LLC, WP Prism Merger Sub Inc. or any affiliates of these parties (collectively, the Released Persons ), and the Action will be dismissed on the merits and with prejudice. Thus, you may not assert those claims, if any, in any other lawsuit or proceeding. However, the rights of Class B shareholders to pursue validly claimed appraisal rights under Sections 623 and 910 of the New York Business Corporation Law will not be released by the Proposed Settlement. Related actions pending in the United States District Court for the Western District of New York against Defendants in this case as well as certain other defendants will also be dismissed with prejudice upon court approval of the Proposed Settlement. Those actions are captioned In re: Bausch & Lomb Incorporated Derivative Litigation, No. 06-CV-6298-MAT-MWP, Zimmerman v. Zarrella et al., No. 07-CV-6411-MAT-MWP, and First Derivative Traders, L.P., et al. v. Bausch & Lomb, et al., No. 07- CV-6412-MAT-MWP. VII. SETTLEMENT NEGOTIATIONS Counsel for the Plaintiffs and the Defendants believe that the Proposed Settlement is in the best interests of the Settling Parties and the Company s public shareholders. 2
3 A. Why Did the Plaintiffs Agree to Settle? Class Counsel conducted an investigation relating to the claims and the underlying events alleged in the operative complaint in the Action, and obtained a substantial amount of evidence in discovery from the Defendants. Class Counsel have now analyzed the evidence adduced during their investigation and confirmatory depositions, and have researched applicable law governing the claims of the Plaintiffs and the Class against the Defendants and the potential defenses thereto. Based upon their investigation, and after considering (a) the substantial benefits that the Class will receive from the Proposed Settlement, (b) the attendant risks of litigation, and (c) the desirability of permitting the Proposed Settlement to be consummated as provided by the terms of the Stipulation of Settlement, Class Counsel have concluded that the terms and conditions of the Proposed Settlement are fair, reasonable and adequate to the Plaintiffs and the Class, and in their best interests. Class Counsel have therefore agreed to settle the claims raised in the Action pursuant to the terms and provisions of the Proposed Settlement. B. Why Did the Defendants Agree to Settle? The Defendants have strenuously denied, and continue to so deny, each and every allegation of liability and wrongdoing made against them in the operative petition in the Action. The Defendants have also asserted that they have meritorious defenses to those claims, namely that their conduct has, at all times, been lawful and proper in all respects, and that judgment or judgments should be entered dismissing all claims against them with prejudice. The Defendants have entered into the Proposed Settlement solely to avoid the additional expense, inconvenience, and distraction of this burdensome litigation and to avoid the risks inherent in any lawsuit, all without admitting any wrongdoing or liability whatsoever. By so doing, the Defendants desire to settle, compromise, and terminate with prejudice the Action, and to put to rest forever all claims that have or could have been asserted therein that arise from or are in any way related to any acts, omissions, facts, transactions, occurrences, or representations alleged in the Action. VIII. THE PROPOSED SETTLEMENT IS SUBJECT TO COURT APPROVAL The Proposed Settlement is conditioned upon Court approval. The Proposed Settlement shall be deemed finally approved only after the Court has entered its final judgment of dismissal approving the Proposed Settlement and the time for appeal of the final judgment has expired; or, if that judgment is appealed, when the judgment has been finally approved by the highest court with jurisdiction over this Action to which it is appealed. The failure of the Court to approve a request for attorneys fees or expenses in whole or in part shall have no effect on the other terms of the Proposed Settlement. IX. FAIRNESS HEARING On the 8th day of February, 2008, at 9:30 a.m., the Court will hold a Fairness Hearing at the Supreme Court of the State of New York, County of Monroe, 99 Exchange Boulevard, Rochester, NY 14614, Courtroom 420. At the Fairness Hearing, the Court will consider whether the Proposed Settlement is fair, reasonable, and adequate and thus should be finally approved. The Court also will consider whether to approve the parties resolution of Class Counsels claim for attorneys fees whereby Bausch & Lomb or its successor(s) has agreed to pay Class Counsel fees and expenses of $3,500,000 subject to Court approval. X. RIGHT TO ATTEND FAIRNESS HEARING Any Class Member may appear in person and observe the Fairness Hearing, BUT YOU DO NOT HAVE TO ATTEND THE HEARING OR TAKE ANY OTHER ACTION TO PARTICIPATE IN THE PROPOSED SETTLEMENT. If you want to be heard at the Fairness Hearing in opposition to the Proposed Settlement, then you must first comply with the procedures for objecting to the Proposed Settlement, which are set forth below. The Court has the right to change the hearing date or time without further notice. Thus, if you are planning to attend the hearing, then you should confirm the date and time with Class Counsel before going to the Court. XI. RIGHT TO OBJECT TO THE PROPOSED SETTLEMENT AND PROCEDURES FOR DOING SO You have the right to object to any aspect of the Proposed Settlement. You must object in writing, and you may request to be heard at the Fairness Hearing. If you choose to object, then you must follow these procedures. If you timely and properly object, but the Court overrules your objections, you still will be eligible for benefits under the Proposed Settlement. 3
4 A. You Must Make Detailed Objections in Writing Any objections must be presented in writing and must contain the following information: 1. A statement that you intend to appear at the Fairness Hearing; 2. Proof of membership in the Class; 3. A statement of each objection being made; 4. A detailed description of the facts underlying each objection; 5. A detailed description of the legal authorities underlying each objection; 6. A list of witnesses who may be called to testify at the Fairness Hearing, either live, by deposition or by affidavit; and 7. A list of exhibits, along with copies of the exhibits, that the objector may offer during the Fairness Hearing. The Court will not consider any objection that does not substantially comply with these requirements. B. You Must Timely Deliver Written Objections to the Court, Class Counsel, and the Defendants Counsel YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERK OF THE COUNTY NO LATER THAN fourteen (14) calendar days before the Fairness Hearing. The County Clerk s address is: Office of the Monroe County Clerk 39 W. Main Street Room 101 Rochester, NY YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO CLASS COUNSEL AND COUNSEL FOR THE DEFENDANTS NO LATER THAN fourteen (14) calendar days before the Fairness Hearing. To be considered timely delivered, the materials must actually be received by the following offices by fourteen (14) calendar days before the Fairness Hearing: Mark C. Rifkin, Esq. WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP 270 Madison Avenue New York, NY (212) Robert I. Harwood, Esq. HARWOOD FEFFER LLP 488 Madison Avenue New York, NY (212) Co-Lead Counsel for Plaintiffs William D. Savitt, Esq. WACHTELL, LIPTON, ROSEN & KATZ 51 West 52nd Street New York, NY (212) Counsel for Defendants Bausch & Lomb, Inc., Ronald L. Zarrella, Alan M. Bennett, Catherine M. Burzik, Domenico De Sole, Paul A. Friedman, Jonathan S. Linen, Ruth R. McMullin, Linda Johnson Rice, William H. Waltrip, Barry W. Wilson, and Kenneth L. Wolfe Deborah M. Buell, Esq. CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza, Suite 4300 New York, NY (212) Counsel for Defendant Warburg Pincus LLC The Court will not consider any objection that is not timely filed with the Court or not timely delivered to Class Counsel and counsel for the Defendants. 4
5 XII. RIGHT TO EXCLUDE YOURSELF FROM THE PROPOSED SETTLEMENT AND PROCEDURES FOR DOING SO You may choose to exclude yourself from the Proposed Settlement only with respect to a claim for monetary damages arising out of the Transaction. The deadline to exclude yourself is fourteen (14) calendar days before the Fairness Hearing. In order to be valid, your request for exclusion must (i) set forth the name and address of the person or entity requesting exclusion, (ii) state that such person or entity requests exclusion from the Proposed Settlement to pursue an individual claim for monetary damages arising out of the Transaction, (iii) state the number of shares and the dates of each purchase, acquisition and sale of publicly traded Bausch & Lomb common stock during the Class Period by the person or entity requesting exclusion, and (iv) be signed and dated by such person or entity. Requests for exclusion must be mailed to the agent retained by Bausch & Lomb to provide legal administration services (the Notice Administrator ) at the following address: Bausch & Lomb, Inc. Buyout Litigation Exclusions c/o The Garden City Group, Inc. PO Box 9210 Dublin, OH If you do not request exclusion from the Proposed Settlement to pursue a claim for monetary damages arising out of the Transaction, you will be considered a Class Member, including with respect to such a damages claim, and eventually you may be bound by the results of this litigation and you will not be able to pursue your own individual claim against the Released Persons for monetary damages arising out of the Transaction. If Class Members who held more than a specified number of shares during the Class Period validly opt out of the Proposed Settlement, Defendants shall have the right to terminate the Proposed Settlement. If you intend to bring your own lawsuit against Released Persons for monetary damages arising out of the Transaction, you should exclude yourself from the Proposed Settlement. XIII. TERMINATION OF THE PROPOSED SETTLEMENT As discussed above, Defendants shall have the right to terminate the Proposed Settlement should Class members who held more than a specified number of shares during the Class Period validly opt out of the Proposed Settlement. Additionally, the Proposed Settlement shall become null and void and of no force and effect should any of the conditions to settlement not be met. These conditions include the closing of the Transaction (which closing occurred on October 26, 2007); final certification by the Court, for settlement purposes only, of a Settlement Class; the entry by the Court of an order approving the Proposed Settlement and final approval of such order; and the dismissal of this Action and the related actions pending in federal court. The approval of the payment of attorneys fees and expenses is not a condition of the Settlement, and any failure by the Court to approve the payment of attorneys fees and expenses in whole or in part shall have no effect on the other terms of the Proposed Settlement. XIV. NOTICE TO PERSONS OR ENTITIES HOLDING RECORD OWNERSHIP ON BEHALF OF OTHERS If you held Bausch & Lomb stock for the beneficial interest of a person or organization other than yourself at any time during the period from (and including) July 1, 2006 through (and including) October 26, 2007 the Court has directed that, within seven (7) days of your receipt of this Class Notice, you either (a) provide to the Notice Administrator the name and last known address of each person or organization for whom or which you held any such securities during such time period, or (b) request additional copies of this Class Notice, which will be provided to you free of charge by the Notice Administrator, and, within seven (7) days of your receipt of such copies, mail the Class Notice directly to the beneficial owners of the securities referred to herein. Such brokerage firms, banks and/or other persons or entities requesting additional copies or providing a list of names and mailing addresses of beneficial owners will be reimbursed for documented, reasonable out-of-pocket expenses incurred in providing such additional copies or providing a list of names and mailing addresses of the beneficial owners. Those expenses will be paid by Bausch & Lomb, or its successor(s), upon request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Notice Administrator at the following address: Bausch & Lomb, Inc. Buyout Litigation c/o The Garden City Group, Inc. PO Box 9210 Dublin, OH (800)
6 XV. HOW TO OBTAIN ADDITIONAL INFORMATION This Class Notice summarizes this Action and the provisions of the Proposed Settlement. It is not a complete statement of this Action or the Proposed Settlement. Although Class Counsel and counsel for the Defendants believe that the descriptions about the Proposed Settlement that are contained in this Class Notice are accurate in all respects, in the event of any inconsistencies between the descriptions in this Class Notice and the Proposed Settlement, the Proposed Settlement will control. The entire terms of the Proposed Settlement are contained in the Stipulation of Settlement on file in the Office of the Monroe County Clerk, along with other pleadings, papers and orders in this Action. A. Documents Are on File With the County Clerk You may inspect the terms of the Proposed Settlement and other papers at the Office of the Monroe County Clerk at any time during normal business hours, 9:00 a.m. to 5:00 p.m., Eastern Standard Time. The County Clerk s Office is located at 39 W. Main Street, Room 101, Rochester, NY However, you must appear in person to inspect these documents. The County Clerk s Office cannot mail copies to you. B. Questions Should Be Directed to Class Counsel While you may review documents on file at the County Clerk s Office, the County Clerk s Office cannot answer any questions about these documents. Do not direct any questions that you have about the matters in this Class Notice to the County Clerk s Office or the Court. Instead, you may direct any questions to, or obtain further information from, Class Counsel at the addresses and phone numbers listed in Part IV above. Dated the 29th day of October, PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO THE COURT OR THE COUNTY CLERK S OFFICE. Honorable Kenneth R. Fisher Supreme Court of the State of New York, County of Monroe 6
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