Advanced Medical Optics, Inc. (AMO) (NYSE: EYE) announced that, pursuant
to the terms of the indentures (the "Indentures”) governing its (i)
2.50% convertible senior subordinated notes due 2024, (ii) 1.375%
convertible senior subordinated notes due 2025, and (iii) 3.25%
convertible senior subordinated notes due 2026 (collectively, the
"Convertible Notes”), it anticipates that a "Fundamental Change” (as
such term is defined in the respective Indentures) may occur as early as
Wednesday, Feb. 25, 2009 (the "Anticipated Effective Time”), as a result
of the proposed transactions contemplated by the Agreement and Plan of
Merger, dated as of Jan. 11, 2009 (the "Merger Agreement”), by and among
AMO, Abbott and Rainforest Acquisition Inc., a Delaware corporation and
wholly owned subsidiary of Abbott (the "Purchaser”).
As previously announced, on Jan. 27, 2009, the Purchaser commenced a
tender offer to purchase all of the outstanding shares of common stock,
par value $0.01 per share, of AMO (the "Common Stock”) at a price of $22
per share (the "Offer”), net to the holder thereof in cash (without
interest and subject to any withholding taxes). Following consummation
of the Offer and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, the Purchaser is expected to merge
with and into AMO as early as Feb. 26, 2009 (the "Merger”), with AMO
continuing as the surviving company and a wholly owned subsidiary of
Abbott.
The respective Indentures require AMO to give advance notice of the
anticipated Fundamental Change that may occur as a result of the
consummation of the Offer, as well as the anticipated effective date of
the Merger. Each of the Offer and Merger is subject to certain closing
conditions and there can be no assurance that the Offer or the Merger
will be consummated on the expected dates, or at all.
Holders of the outstanding Convertible Notes have the right to convert
such Convertible Notes at any time beginning on Feb. 10, 2009 (the date
that is fifteen calendar days prior to the Anticipated Effective Time)
and until and including the date that is fifteen calendar days after the
actual effective date of the Fundamental Change (and, in the case of the
2.50% convertible senior subordinated notes due 2024, until and
including the date that is fifteen calendar days after the actual
effective date of the Merger), in accordance with, and subject to, the
provisions of the Convertible Notes and the related Indentures.
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. AMO has
operations in 27 countries and markets products in approximately 60
countries. For more information, visit AMO's website at www.amo-inc.com.
Forward Looking Statements
This press release contains forward-looking statements about AMO,
including statements regarding: the expected timing of the completion of
the Offer and the Merger; the ability to complete the transaction
considering the various closing conditions; the fundamental change
anticipated with respect to the Convertible Notes; and any assumptions
underlying any of the foregoing. 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 the
Purchaser. 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.