January 12, 2009
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Abbott to acquire AMO in $2.8 billion deal

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ABBOTT PARK, Ill. — Abbott and Advanced Medical Optics have entered into a definitive agreement under which Abbott will acquire AMO for $22 per share in cash, for a transaction valued at approximately $2.8 billion. This sum includes AMO's estimated net debt at the time of closing, according to a joint press release from the companies.

Under the terms of the agreement, Abbott will tender an offer to purchase all of AMO's outstanding shares at a price of $22 per share by Jan. 26. The tender offer will be contingent on the tender of a majority of the outstanding shares of AMO's common stock on a fully diluted basis.

The $2.8 billion estimated value of the transaction is based on AMO's approximately 62 million fully diluted, outstanding shares, in addition to the company's estimated net debt at the time of closing, the release said.

Abbott expects the transaction to be neutral to ongoing earnings-per-share predictions for 2009 and accretive beginning in 2010 — both before one-time transaction-related costs, which will be announced at a later date.

The transaction, which has been approved by the boards of directors of both companies, will be subject to customary closing conditions, including antitrust clearances.

"This transaction underscores the fundamental value of the AMO franchise, the talent and expertise of our global team, and the strength of our product offering, pipeline and strategy to provide refractive vision care for people of all ages," Jim Mazzo, AMO's chairman and chief executive officer, said in the release. "Joining forces with Abbott will fortify our position as a global ophthalmic medical device leader and enhance our ability to serve eye care practitioners and patients around the world." Mr. Mazzo will remain with Abbott as president, AMO.

"With AMO, Abbott will immediately become a global leader in vision," John M. Capek, Abbott's executive vice president of medical devices, said. "The business is poised for long-term growth, driven by advances in refractive surgery technologies, including LASIK, and an aging global population."

Abbott and AMO expect the transaction to close in the first quarter.