This excerpt taken from the EYE 8-K filed Jul 27, 2007.
Alternative #2: Alternative Merger Agreement
Instead of the discussions with our shareholders, we would propose a different structure to provide concrete evidence of our shareholders' approval of the transaction and give your shareholders a choice between two transactions.
Under this structure, B&L and AMO would enter into a merger agreement and would hold a vote of AMO's shareholders. B&L would postpone the shareholder vote on the Warburg merger until the earlier of the AMO shareholder vote or 120 days after the date of the AMO merger agreement.
If our shareholders approve the transaction, you will have a definitive answer. B&L would then hold a shareholder meeting (which could be later the same day) to approve the AMO merger. If B&L's shareholders approve, then the B&L board would terminate the Warburg merger agreement and Warburg would receive the break-up fee.
This alternative would require that B&L obtain an amendment to the Warburg merger agreement to permit this process and in a manner that does not adversely affect the ability to consummate the AMO alternative merger agreement. We are sure you will agree that providing your shareholders with the opportunity to avail themselves of a choice in this context is in their best interests. As part of entering into the AMO merger agreement, we would agree to reimburse B&L's expenses up to $10 million.
Special Committee of the Board of Directors
July 27, 2007
Page 3 of 3
In closing, we believe our proposal is superior, both financially and strategically, to the offer contemplated by Warburg and provides your shareholders the opportunity to participate in the success of the combined companies. Weve addressed your stated concerns by modifying the reverse termination fee and have provided you now with two alternatives for proof that our shareholders will approve the transaction. I look forward to hearing from you shortly and moving forward with you on this transaction.