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.

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