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This excerpt taken from the EYE 8-K filed Jan 27, 2009. SANTA
ANA, Calif., Jan. 27, 2009 — Advanced Medical Optics, Inc. (AMO) [NYSE:EYE], announced today
that it has commenced a cash tender offer for its outstanding 7½% Senior
Subordinated Notes due 2017 (the “Notes”) (CUSIP No. 00763MAN8, ISIN No. US00763MAN83) and a related
consent solicitation to amend the indenture governing the Notes. The tender offer and the consent solicitation
are being made on the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated Jan. 27, 2009
(the “Offer to Purchase”) and the related Letter of Transmittal and
Consent. Holders who tender their Notes
will be deemed to have consented to the proposed amendments to the indenture.
The tender offer will expire at midnight EST on Tuesday, Feb. 24, 2009, unless extended or earlier terminated (the “Expiration Time”). In order to be eligible to receive the total consideration (as defined below) for tendered Notes, holders must validly tender and not validly withdraw their Notes at or prior to 5 p.m. EST on Monday, Feb. 9, 2009, unless extended or earlier terminated (the “Consent Deadline”).
The tender offer and the consent solicitation are subject to the satisfaction of certain conditions set forth in the Offer to Purchase, including (1) the completion of the tender offer by Rainforest Acquisition Inc. (“Rainforest”), a wholly-owned subsidiary of Abbott, for the outstanding common stock of AMO in accordance with the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of Jan. 11, 2009 (the “Merger Agreement”), by and among Abbott, Rainforest and AMO and (2) the receipt of consents sufficient to approve the proposed amendments to the indenture governing the Notes.
The total consideration to be paid for Notes that are validly tendered and not validly withdrawn at or prior to the Consent Deadline will be equal to $1,120.00 for each $1,000 in principal amount of Notes, plus accrued and unpaid interest on such principal amount of Notes to, but not including, the settlement date.
The total consideration set forth above includes a consent payment of $30.00 for each $1,000 in principal amount of the Notes to holders who validly tender and do not validly withdraw their Notes and provide their consents to the proposed amendments to the
indenture governing the Notes at or prior to the Consent Deadline. Holders of Notes tendered after the Consent Deadline will not receive a consent payment. Notes tendered at or prior to the Consent Deadline may be validly withdrawn and the related consents may be revoked at any time at or prior to the Consent Deadline. Tendered Notes and delivered consents may not be validly withdrawn or validly revoked after the Consent Deadline.
The proposed amendments to the indenture governing the Notes would eliminate from the indenture all of the restrictive covenants (other than, among other covenants, the covenant to pay interest and premium, if any, on, and principal of, the Notes when due), certain events of default and substantially all of the restrictions on the ability of AMO to merge or consolidate contained in the indenture and the Notes, and would waive any and all defaults resulting from the consummation of the transaction contemplated by the Merger Agreement. Holders may not deliver consents to the proposed amendments without validly tendering their Notes in the tender offer, and holders may not revoke their consents to the proposed amendments without withdrawing their previously tendered Notes from the tender offer.
By 9 a.m. EST on the business day following the Expiration Time (the “Acceptance Date”), the Company will accept for payment any and all validly tendered Notes, subject to the terms and conditions of the tender offer and the consent solicitation. Such payment will be made on or promptly following the Acceptance Date.
The Company has engaged Morgan Stanley & Co. Incorporated as Dealer Manager and Solicitation Agent for the tender offer and the consent solicitation. Persons with questions regarding the tender offer or the consent solicitation should contact Morgan Stanley toll-free at (800) 624-1808 or collect at (212) 761-5384. Requests for documents should be directed to Georgeson, Inc., the Information Agent for the tender offer and the consent solicitation, at (212) 440-9800 (for Banks and Brokers) or (800) 259-3515 (for Noteholders).
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of a consent with respect to any of the Notes. The tender offer and the consent solicitation are being made pursuant to the tender offer and the consent solicitation documents, including the Offer to Purchase that AMO is distributing to holders of Notes. The tender offer and the consent solicitation are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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