This excerpt taken from the EYE 8-K filed Feb 27, 2009.
(CUSIP NO. 00763MAJ7 AND CUSIP NO. 00763MAH1)
NOTICE IS HEREBY GIVEN pursuant to the terms and conditions of the Indenture, dated as of July 18, 2005 (as amended, supplemented or otherwise modified, the Indenture), between Abbott Medical Optics Inc., a Delaware corporation (formerly Advanced Medical Optics, Inc.) (the Company), and U.S. Bank National Association, as trustee and paying agent (referred to herein alternatively as the Trustee or the Paying Agent), under which the Company issued its 1.375% Convertible Senior Subordinated Notes due 2025 (the Notes), that at the option of each holder of the Notes (the Holders), the Company will repurchase the Notes, subject to the terms and conditions of this Notice of Fundamental Change and Offer to Repurchase (as amended and supplemented from time to time, this Offer to Repurchase), the Indenture and the Notes (the Offer). The right of Holders to require the Company to repurchase their Notes in the Offer is separate from the right of Holders to convert their Notes. Holders who elect to accept the Offer will receive more cash than Holders who elect to convert their Notes. Capitalized terms used herein but not otherwise defined have the meanings assigned to those terms in the Indenture.
Holders are urged to review this Offer to Repurchase and the Notice issued by the Company on February 6, 2009 regarding the right of Holders to convert their Notes. None of the Company, Abbott Laboratories, an Illinois corporation and the parent of the Company (Abbott), any of their respective affiliates, officers, directors, employees or agents or the Paying Agent makes any representation or recommendation as to whether Holders should tender or refrain from tendering Notes for repurchase pursuant to the Offer. Each Holder should consult its legal, financial and tax advisors and make its own decision as to whether to tender Notes for repurchase and, if so, the principal amount of Notes to tender.
The Paying Agent has informed the Company that, as of the date of this Offer to Repurchase, all custodians and beneficial Holders of the Notes hold the Notes through accounts established with the Depository Trust Company (DTC) and that there are no certificated Notes in non-global form. Accordingly, to tender Notes for repurchase pursuant to the Offer, Holders must tender Notes through the transmittal procedures of DTC no later than the Expiration Time (as defined below).
By tendering Notes through the transmittal procedures of DTC, each tendering Holder agrees to be bound by the terms of the Offer.
This Offer to Repurchase constitutes the Company Repurchase Notice referenced in Sections 3.05(b) and 3.07 of the Indenture as well as the notice of the execution of a supplemental indenture providing for the conversion of the Notes in connection with the Merger (as defined below) required by Section 15.06(h) of the Indenture.
Pursuant to Section 3.05 of the Indenture, as a result of the occurrence of a Fundamental Change under the Indenture, each Holder has the right to have its Notes repurchased by the Company, as follows:
(1) The Company shall pay a repurchase price (the Repurchase Price) in cash equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date is currently scheduled to be Monday, March 30, 2009, unless the Expiration Time is extended.
(2) A Fundamental Change under the Indenture occurred on February 25, 2009, when Rainforest Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Abbott (the Purchaser), accepted and paid for the shares of common stock of the Company tendered in the tender offer conducted pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of January 11, 2009 (as amended and supplemented from time to time, the Merger Agreement), by and among Abbott, the Purchaser and the Company, at a price of $22.00 per share, net to the seller in cash (without interest and subject to any withholding taxes). On February 26, 2009, the Purchaser merged with and into the Company (the Merger), with the Company surviving the Merger and becoming a direct wholly-owned subsidiary of Abbott.
(3) Holders must exercise their right to elect repurchase at or prior to 5:00 p.m., New York City time, on Friday, March 27, 2009, which is the business day immediately preceding the Fundamental Change Repurchase Date, unless extended (the Expiration Time). Under the terms of the Indenture, the Fundamental Change Repurchase Date may be no more than 35 business days after the date of this Offer to Repurchase, meaning that the Expiration Time may not be extended past 5:00 p.m., New York City time, on Friday, April 17, 2009. The Company does not expect to extend the period Holders have to accept the Offer unless required to do so by the federal securities laws.
(4) A form of Repurchase Notice is attached hereto as Exhibit A. As described above, all Notes tendered hereunder must be delivered through the transmittal procedures of DTC no later than the Expiration Time. Holders who tender through DTC need not submit a physical Repurchase Notice to the Paying Agent if such Holders comply with the transmittal procedures of DTC.
(5) The name and addresses of the Paying Agent are as follows: