EYE » Topics » Why is the Company offering to repurchase my Notes?

These excerpts taken from the EYE 8-K filed Feb 27, 2009.

Why is the Company offering to repurchase my Notes?

The Company is offering to repurchase the Notes to satisfy its contractual obligation under Section 3.05 of the Indenture, which requires the Company to offer to repurchase your Notes following a “Fundamental Change” under the Indenture.

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. (Page 5)

Why is the Company offering to repurchase my Notes?

The Company is offering to repurchase the Notes to satisfy its contractual obligation under Section 3.05 of the Indenture, which requires the Company to offer to repurchase your Notes following a “Fundamental Change” under the Indenture.

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. (Page 5)

Why is the Company offering to repurchase my Notes?

The Company is offering to repurchase the Notes to satisfy its contractual obligation under Section 3.05 of the Indenture, which requires the Company to offer to repurchase your Notes following a “Fundamental Change” under the Indenture.

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. (Page 5)

EXCERPTS ON THIS PAGE:

8-K (3 sections)
Feb 27, 2009
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