Advanced Medical Optics, Inc. (AMO) [NYSE:EYE], announced today that it
has commenced a cash tender offer for its outstanding 7½% Senior
Subordinated Notes due 2017 (the "Notes”) (CUSIP No. 00763MAN8, ISIN No.
US00763MAN83) and a related consent solicitation to amend the indenture
governing the Notes. The tender offer and the consent solicitation are
being made on the terms and subject to the conditions set forth 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. Holders who tender their Notes will be deemed to have consented
to the proposed amendments to the indenture.
The tender offer will expire at midnight EST on Tuesday, Feb. 24, 2009,
unless extended or earlier terminated (the "Expiration Time”). In order
to be eligible to receive the total consideration (as defined below) for
tendered Notes, holders must validly tender and not validly withdraw
their Notes at or prior to 5 p.m. EST on Monday, Feb. 9, 2009, unless
extended or earlier terminated (the "Consent Deadline”).
The tender offer and the consent solicitation are subject to the
satisfaction of certain conditions set forth in the Offer to Purchase,
including (1) the completion of the tender offer by Rainforest
Acquisition Inc. ("Rainforest”), a wholly-owned subsidiary of Abbott,
for the outstanding common stock of AMO in accordance with the terms and
subject to the conditions of the Agreement and Plan of Merger, dated as
of Jan. 11, 2009 (the "Merger Agreement”), by and among Abbott,
Rainforest and AMO and (2) the receipt of consents sufficient to approve
the proposed amendments to the indenture governing the Notes.
The total consideration to be paid for Notes that are validly tendered
and not validly withdrawn at or prior to the Consent Deadline will be
equal to $1,120.00 for each $1,000 in principal amount of Notes, plus
accrued and unpaid interest on such principal amount of Notes to, but
not including, the settlement date.
The total consideration set forth above includes a consent payment of
$30.00 for each $1,000 in 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 Consent Deadline. Holders of Notes tendered after the
Consent Deadline will not receive a consent payment. Notes tendered at
or prior to the Consent Deadline may be validly withdrawn and the
related consents may be revoked at any time at or prior to the Consent
Deadline. Tendered Notes and delivered consents may not be validly
withdrawn or validly revoked after the Consent Deadline.
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
transaction 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.
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
validly tendered Notes, 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 Company has engaged Morgan Stanley & Co. Incorporated 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 is distributing 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 payment of tender offer
consideration, elimination of restrictive covenants in the indenture
governing the Notes and waiver of defaults resulting from consummation
of the Merger. 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 and the receipt
of consents sufficient to approve the proposed amendments to the
indenture governing the Notes. 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.