Bausch & Lomb Announces Intention to Commence Tender Offers and Consent Solicitations on Debt Instruments

The cash tender offers and consent solicitations effectively givethe holders of the Securities the option to tender their securities atpar value or to agree to amend, for a fee, the respective indenturesgoverning the Securities and to grant waivers related to technicaldefaults under those indentures. The proposed amendments to theSecurities and the convertible debt would provide that, untilmidnight, New York City time, on October 2, 2006, Bausch & Lomb'scurrent inability to file periodic reports with the Securities andExchange Commission under the Securities Exchange Act of 1934 and todeliver compliance certificates to the Trustee under each indenture,will not constitute defaults under the indenture. The proposed waiverswould waive all defaults relating to the failure to properly complywith these obligations prior to the effectiveness of the proposedamendments and extending until October 2, 2006.

Bausch & Lomb Senior Vice President and Chief Financial OfficerStephen C. McCluski said, "These actions will be funded by cash onhand and will allow us to prudently manage debt and the related futureinterest expense. We have sufficient cash to execute the transactions,and will retain adequate liquidity in the form of remaining cash andfunds available through our $400 million revolving credit agreement,which is undrawn at this time."

In the tender offers, Bausch & Lomb is offering to purchase anyand all of the following debt securities at par:
CUSIP No. Outstanding Principal Amount Title of Security
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071707AH6 $150,000,000 6.95% Notes due 2007

071707AL7 $50,000,000 5.9% Notes due 2008

071707AG8 $183,873,000 7.125% Debentures due 2028

Each offer to purchase expires at 5:00 p.m., New York City time,on June 2, 2006 unless extended by Bausch & Lomb with respect to thatissue. The total consideration offered for Securities tendered on orbefore May 17, 2006 will be $1,000 per $1,000 principal amountthereof. Holders validly tendering Securities after May 17, 2006, buton or before June 2, 2006, will receive the par value less $1.00 per$1,000 principal amount of the Securities. A valid tender ofSecurities pursuant to the tender offers will also constitute a validdelivery of consent with respect to such Securities.

Holders may also consent without tendering Securities. Holders whodeliver valid consents on or prior to May 17, 2006, will receive aconsent payment of $1.00 per $1,000 of principal amount of theSecurities at the end of each 30-day period from June 2, 2006 untilthe earlier of the filing of the required documents with theSecurities and Exchange Commission and the Trustee, or October 2,2006. The aggregate possible consent payment a holder may receive willbe $4.00 per $1,000 principal amount of Securities. The consentsolicitation will expire at 5:00 p.m., New York City time, on May 17,2006, unless earlier terminated or extended by Bausch & Lomb.

Bausch & Lomb's obligation to purchase Securities of any series issubject to customary conditions, including the receipt of consentsfrom holders of a majority in aggregate principal amount of theSecurities of that series. In order to be effective, and as acondition to the payment of the consent payment, the proposedamendments and waivers with respect to each series will require thereceipt of consents from a majority in aggregate principal amount ofsuch series. Holders that tender their Securities in the tender offerswill be deemed, as a condition to a valid tender, to have given theirconsent to the proposed amendments applicable to the series ofSecurities that they are tendering and to have waived defaults underthe indenture relating to that series. If the proposed amendmentsbecome effective with respect to any series of Securities, then allSecurities of that series will be subject to the proposed amendments.

The Company is concurrently soliciting identical consents fromholders of the following convertible debt instruments:
CUSIP No Outstanding Principal
Amount Title of Security
----------------------------------------------------------------------
071707AK9 $4,098,000 Floating Rate Convertible Senior
Notes due 2023

071707AM5 $155,902,000 Senior Convertible Securities
due 2023

Holders who deliver valid consents on or prior to May 17, 2006,will receive a consent payment of $1.00 per $1,000 of principal amountof the securities at the end of each 30-day period from June 2, 2006until the earlier of the filing of the required documents with theSecurities and Exchange Commission and the Trustee, or October 2,2006. The aggregate possible consent payment a holder may receive willbe $4.00 per $1,000 principal amount of securities. The consentsolicitation will expire at 5:00 p.m., New York City time, on May 17,2006, unless earlier terminated or extended by Bausch & Lomb.

Bausch & Lomb's obligation to pay the consent payment for eitherseries of convertible debt is subject to customary conditions,including the receipt of consents from holders of a majority inaggregate principal amount of the convertible securities of thatseries. In order to be effective, and as a condition to the payment ofthe consent payment, the proposed amendments and waivers with respectto each series will require the receipt of consents from a majority inaggregate principal amount of such series.

Citigroup Corporate and Investment Banking is acting as the LeadDealer Manager for the tender offers and Solicitation Agent for theconsent solicitations. Co-managers for the tender offer and consentsolicitations are Barclays Capital, JP Morgan Securities Inc., KeyBanc Capital Markets, and Mitsubishi UFJ Securities. Questionsregarding the transaction and the procedures for consenting should bedirected to the Lead Dealer Manager only toll-free at (800) 558 3745.

Global Bondholder Services is the information agent for the tenderoffers and consent solicitations. Requests for documentation should bedirected to Global Bondholder Services toll-free at (866) 540 1500.

This news release contains, among other things, certain statementsof a forward-looking nature relating to future events or the futurebusiness performance of Bausch & Lomb. Such statements involve anumber of risks and uncertainties including, without limitation, thoseconcerning global and local economic, political and sociologicalconditions; currency exchange rates; government pricing changes andinitiatives with respect to healthcare products; changes in laws andregulations relating to the Company's products and the import andexport of such products; product development and rationalization;enrollment and completion of clinical trials; the ability of theCompany to obtain regulatory approvals; the commencement, completion,or outcome of litigation; the outcome of Company and governmentalinvestigations and reviews of events described in the Company's priordisclosures concerning those investigations; the outcome of the AuditCommittee's continuing independent investigations of events describedin the Company's prior disclosures concerning those investigations;the outcome of PriceWaterhouseCoopers' quarterly review process inconnection with the filing of the Company's Quarterly Report on Form10-Q for the third quarter of fiscal 2005 and of the extended year-endreview process in connection with the filing of the Company's AnnualReport on Form 10-K for fiscal 2005 and the expected, estimatedadjustments described in prior news releases; the filing of theCompany's 10-Q for third quarter of fiscal 2005 and its 10-K forfiscal 2005; the possibility that the market for the sale of certainproducts and services may not develop as expected; the financialwell-being of key customers, development partners and suppliers; thesuccessful execution of marketing strategies; continued efforts inmanaging and reducing costs and expenses; the successful completionand integration of business acquisitions; the Company's success inintroducing and implementing its enterprise-wide informationtechnology initiatives, including the corresponding impact on internalcontrols and reporting; the Company's success in the process ofmanagement testing, including evaluation of results; continuedpositive relations with third party financing sources and the riskfactors listed from time to time in the Company's SEC filings,including but not limited to the Current Report on Form 8-K, datedJune 14, 2002 and the Form 10-Q for the quarter ended June 25, 2005.

Bausch & Lomb is the eye health company, dedicated to perfectingvision and enhancing life for consumers around the world. Its corebusinesses include soft and rigid gas permeable contact lenses andlens care products, and ophthalmic surgical and pharmaceuticalproducts. The Bausch & Lomb name is one of the best known and mostrespected healthcare brands in the world. Founded in 1853, the Companyis headquartered in Rochester, New York. Bausch & Lomb's 2004 revenueswere $2.2 billion; it employs approximately 13,700 people worldwideand its products are available in more than 100 countries. Moreinformation about the Company can be found on the Bausch & Lomb Website at www.bausch.com. Copyright Bausch & Lomb Incorporated.