This excerpt taken from the EYE 8-K filed Jul 10, 2007.
Broaden Product Portfolio, Enhance Ability to Generate Efficiencies
(SANTA ANA, CA), July 5, 2007 Advanced Medical Optics, Inc. (AMO) [NYSE: EYE], a global leader in ophthalmic surgical devices and eye care products, today confirmed it has submitted a proposal to acquire Bausch & Lomb (B&L) [NYSE: BOL] for $75 per share in cash and AMO stock. AMO has been designated as a party that B&L can continue to negotiate with despite the end of the go shop period. The proposal values B&L at approximately $4.3 billion in equity value.
Under the terms of the AMO proposal, each B&L share would be exchanged for $45 in cash and a fixed number of shares of AMO common stock having a value of $30 at the time of signing a definitive agreement. AMO expects the transaction to be marginally dilutive on a cash basis in year one and significantly accretive on a cash basis in year two.
We are pleased that B&Ls board has determined that our offer is bona fide and is reasonably likely to result in a superior offer, said AMO Chairman, President and CEO Jim Mazzo. We look forward to working with them to reach a definitive agreement as soon as possible and believe our bid represents a strategically and financially superior proposal to B&Ls existing merger agreement.
A combination of AMO and B&L would:
This is a truly unique opportunity that would enable AMO to accelerate our strategic goal of providing a full range of advanced technologies to address the vision needs of patients of all ages, said Mazzo. I am confident that delivering on this strategy will allow us to generate significant value for shareholders and create new opportunities for our combined employee base. The AMO and B&L businesses complement each other and together would provide increased scale, scope and the enhanced ability to generate productivity and efficiency improvements. Through a focus on integrating the best of both businesses, as well as the sale of some non-core assets, our goal is to create a stronger, more competitive combined company with a platform for sustained, profitable growth.
Mazzo added, AMOs successful acquisition strategy, combined with strong organic growth, has enabled the company to grow its enterprise value from $410 million in 2002 to $3.8 billion today. This strong track record makes us confident that we can deliver significant value through a transaction with B&L. We have already identified sufficient cost-saving opportunities that would make the transaction accretive on a cash basis in year two. We are also confident in our ability to continue to effectively manage our existing businesses and deliver on our current and future financial commitments. A team of outside advisors will work in conjunction with the management teams to complete a rapid and successful integration. B&L has played an historic role in our industry and we have enormous respect for its proud heritage and skilled employees. Together, I believe we have a unique opportunity to create a company that is capable of changing the face of our industry and will bring benefits to our patients, customers, employees and shareholders.
AMO has conducted a thorough review of the potential antitrust issues in connection with the proposed transaction, and it is confident it will be able to address these issues in a timely manner.
The cash consideration has been fully committed by Goldman Sachs and will be financed using a combination of bank and public debt. AMO expects that the combined companys leverage at the time of closing will be in line with AMOs pro forma leverage at the time of the closing of the IntraLase transaction.
AMO expects to continue its due diligence. There can be no assurance that the proposal will result in any transaction. The company does not anticipate providing additional information about the proposed transaction unless and until it deems further public comment to be required.
Goldman Sachs is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as a legal advisor to AMO.