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and not validly withdrawn at or prior to the Consent Deadline will be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.
