Advanced Medical Optics, Inc. (AMO) [NYSE:EYE], announced today that, in
connection with its previously announced cash tender offer for its
outstanding 7½% Senior Subordinated Notes due 2017 (the "Notes”) (CUSIP
No. 00763MAN8, ISIN No. US00763MAN83) and the related consent
solicitation to amend the indenture governing the Notes, it has amended
the offer to increase the Total Consideration and extend the Consent
Deadline (as such terms are defined in the Offer to Purchase and Consent
Solicitation Statement dated Jan. 27, 2009 (the "Offer to Purchase”) and
the related Letter of Transmittal and Consent).
The expiration time of the tender offer remains midnight EST on Tuesday,
Feb. 24, 2009, unless extended or earlier terminated (the "Expiration
Time”). The new Consent Deadline is
midnight EST on Feb. 24,
2009, the same time as the Expiration Time, unless further extended or
earlier terminated.
The Total Consideration to be paid for Notes that are validly tendered
and not validly withdrawn at or prior to the Expiration Time has been
increased to $1,155.00
for each $1,000 in principal amount of
Notes, plus accrued and unpaid interest to, but not including, the
settlement date. The Total Consideration, as amended, includes a consent
payment of $30.00 for each $1,000 principal amount of the Notes to
holders who validly tender and do not validly withdraw their Notes and
provide their consents to the proposed amendments to the indenture
governing the Notes at or prior to the Expiration Time.
Holders who have previously validly tendered Notes do not need to
re-tender their Notes or take any other action in response to this
amendment to be eligible to receive the increased Total Consideration.
Except for the amendment to the Total Consideration and the extension of
the Consent Deadline as described above, the Offer to Purchase and the
related Letter of Transmittal and Consent remain in full force and
effect.
By 9 a.m. EST on the business day following the Expiration Time (the
"Acceptance Date”), the Company will accept for payment any and all
Notes validly tendered and not withdrawn prior to the Expiration Time,
subject to the terms and conditions of the tender offer and the consent
solicitation. Such payment will be made on or promptly following the
Acceptance Date.
The tender offer and the consent solicitation remain subject to the
satisfaction of certain conditions set forth in the Offer to Purchase.
The proposed amendments to the indenture governing the Notes would
eliminate from the indenture all of the restrictive covenants (other
than, among other covenants, the covenant to pay interest and premium,
if any, on, and principal of, the Notes when due), certain events of
default and substantially all of the restrictions on the ability of AMO
to merge or consolidate contained in the indenture and the Notes, and
would waive any and all defaults resulting from the consummation of the
transactions contemplated by the Merger Agreement. Holders may not
deliver consents to the proposed amendments without validly tendering
their Notes in the tender offer, and holders may not revoke their
consents to the proposed amendments without withdrawing their previously
tendered Notes from the tender offer.
Morgan Stanley & Co. Incorporated is acting as Dealer Manager and
Solicitation Agent for the tender offer and the consent solicitation.
Persons with questions regarding the tender offer or the consent
solicitation should contact Morgan Stanley toll-free at (800) 624-1808
or collect at (212) 761-5384. Requests for documents should be directed
to Georgeson, Inc., the Information Agent for the tender offer and the
consent solicitation, at (212) 440-9800 (for Banks and Brokers) or (800)
259-3515 (for Noteholders).
This press release is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of a consent with respect to any of the Notes. The tender
offer and the consent solicitation are being made pursuant to the tender
offer and the consent solicitation documents, including the Offer to
Purchase that AMO has distributed to holders of Notes. The tender offer
and the consent solicitation are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction.
About Advanced Medical Optics, Inc. (AMO)
AMO is focused on providing the full range of advanced refractive
technologies and support to help eye care professionals deliver optimal
vision and lifestyle experiences to patients of all ages. Products in
the cataract line include monofocal intraocular lenses (IOLs),
phacoemulsification systems, viscoelastics, and related products used in
ocular surgery. AMO owns or has the rights to such product brands as
Tecnis®, Clariflex® and Sensar® IOLs;
Sovereign®, Sovereign® Compact and WhiteStar
Signature™ phacoemulsification systems with WhiteStar®
technology; Healon® viscoelastics and the Baerveldt®
glaucoma shunt. Products in the refractive line include wavefront
diagnostic devices, femtosecond lasers and associated patient interface
devices; excimer laser vision correction systems and treatment
cards,
and refractive implants. AMO brands in the refractive business include
iDesign™, iFS™, Star S4 IR®, WaveScan
Wavefront®, Advanced CustomVue™, IntraLase®,
IntraLasik® and ReZoom®, Tecnis®
Multifocal and Verisyse® IOLs. Products in the eye care line
include disinfecting solutions, enzymatic cleaners, lens rewetting drops
and artificial tears. Among the eye care product brands the company
possesses are COMPLETE®, COMPLETE® Blink-N-Clean®,
Consept®F, Consept® 1 Step, Oxysept® 1
Step, UltraCare®, Ultrazyme®, Total Care™
and blink® branded products. AMO is based in Santa Ana,
California, and employs approximately 3,700 worldwide. The company has
operations in 27 countries and markets products in approximately 60
countries. For more information, visit the company's Website at www.amo-inc.com.
Forward-Looking Statements
This press release contains forward-looking statements about AMO,
including statements regarding the settlement of Notes, elimination of
restrictive covenants in the indenture governing the Notes, waver of
default resulting from consummation of the Merger and satisfaction of
certain conditions set forth in the Offer to Purchase. All
forward-looking statements in this press release represent AMO's
judgment only as the date of this press release. Actual events may
differ from current expectations based on a number of factors including
completion of the tender offer by Rainforest. Therefore, the reader is
cautioned not to rely on these forward-looking statements. AMO disclaims
any intent or obligation to update these forward-looking statements.
Additional information concerning AMO's risk factors may be found in
previous press releases issued by AMO and AMO's public periodic filings
with the Securities and Exchange Commission, including the discussion
under the heading "Risk Factors" in AMO's 2007 Form 10-K filed in March
2008 and its Form 10-Q filed in November 2008.