Advanced Medical Optics, Inc. Announces Proposed Modified Dutch Auction Tender Offer for Its 9-1/4% Senior Subordinated Notes.Business Editors/Health/Medical Writers SANTA ANA, Calif.--(BUSINESS WIRE)--June 18, 2003 Advanced Medical Optics Advanced Medical Optics, Inc., (NYSE: EYE) (known as AMO) is a global medical device leader focused on the discovery and delivery of innovative vision technologies that optimize the quality of life for people of all ages. , Inc. (NYSE NYSE See: New York Stock Exchange :AVO a·vo n. pl. a·vos See Table at currency. [Portuguese, shortened from oitavo, eighth, from Latin oct ) (AMO AMO - America's Multimedia Online ) today announced that it intends to commence, subject to market conditions and other factors, a "Modified Dutch Auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. " tender offer (the "Offer") with respect to $75 million aggregate principal amount (the "Offer Amount") of the $200 million aggregate principal amount of its outstanding 9 1/4% Senior Subordinated Notes due 2010 (the "Notes"). The Offer is expected to expire on or about 12:00 midnight, New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. Time, on July 16, 2003, unless extended or earlier terminated (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). AMO intends to offer to purchase the Notes for cash at a purchase price per $1,000 principal amount at maturity of Notes of not greater than $1,097.50 (the "Maximum Offer Price") nor less than $1,070.00 (the "Minimum Offer Price"), plus accrued and unpaid interest thereon to, but not including, the date of purchase, with the final purchase price to be determined pursuant to the "Modified Dutch Auction" procedure. Under this procedure, AMO would accept tenders in the order of lowest to highest tender prices specified or deemed to have been specified by tendering holders within the range and would select the single lowest price per $1,000 principal amount at maturity of Notes so specified (the "Purchase Price") that would enable AMO to purchase an amount of Notes equal to the Offer Amount (or, if less than the Offer Amount of Notes is tendered, all Notes so tendered). AMO would pay the same Purchase Price for all Notes tendered at or below the Purchase Price, subject to proration Proration A situation during a corporate action in which the available cash or shares are not sufficient to satisfy the offers tendered by shareholders. Therefore, a proportion of both cash and shares is granted for each offer tendered. . In the event that the principal amount at maturity of Notes tendered pursuant to the Offer at or below the Purchase Price exceeds the Offer Amount, AMO would accept for purchase Notes tendered at or below the Purchase Price as follows. First, AMO would accept for payment all such Notes tendered at prices below the Purchase Price, and then AMO would accept for payment Notes tendered at the Purchase Price on a pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. basis from among such tendered Notes. The Offer is expected to be conditioned on the closing of a private offering of convertible senior subordinated debt Subordinated Debt A loan (or security) that ranks below other loans (or securities) with regard to claims on assets or earnings. Also known as "junior security" or "subordinated loan". securities by AMO, the proceeds of which are intended to fund consummation of the Offer, and the other conditions set forth in an Offer to Purchase. The Offer is not expected to be conditioned on a minimum principal amount of Notes being tendered in the Offer. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any of the Notes. The Offer may only be made in accordance with the terms and subject to the conditions specified in an Offer to Purchase and an accompanying Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. relating to the Offer. Morgan Stanley & Co. Incorporated is expected to act as exclusive dealer manager, Mellon Investor Services LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control is expected to act as information agent and Bank of New York The Bank of New York, abbrieviated to BNY, was a global financial services company that existed until its merger with the Mellon Financial Corporation on July 2, 2007.[1] The bank now continues under the new name of The Bank of New York Mellon Corporation. is expected to act as depositary in connection with the Offer. Upon commencement of the Offer, copies of the Offer to Purchase, the Letter of Transmittal and the other related documents may be obtained from the information agent at 877/698-6865. Additional information concerning the terms of the Offer may be obtained by contacting Morgan Stanley & Co. Incorporated at 800/624-1808 (U.S. callers) and 212/761-1893 (international callers). About Advanced Medical Optics Advanced Medical Optics, Inc. (AMO) is a global leader in the development, manufacturing and marketing of ophthalmic surgical and eye care products. The Company focuses on developing a broad suite of innovative technologies and devices to address a wide range of eye disorders. Products in the ophthalmic surgical line include foldable intraocular lenses, phacoemulsification phacoemulsification /phaco·emul·si·fi·ca·tion/ (-e-mul?si-fi-ka´shun) a method of cataract extraction in which the lens is fragmented by ultrasonic vibrations and simultaneously irrigated and aspirated. systems, viscoelastics and related products used in cataract surgery, and microkeratomes used in LASIK LASIK laser-assisted in-situ keratomileusis. LA·SIK n. Eye surgery in which the surface of the cornea is reshaped using a laser, performed to correct certain refractive disorders such as myopia. procedures for refractive error correction. AMO owns or has the rights to such well-known ophthalmic surgical product brands as PhacoFlex(R), Clariflex(R), Array(R) and Sensar(R) foldable intraocular lenses, the Sovereign(R) phacoemulsification system and the Amadeus(TM) microkeratome. Products in the eye care line include disinfecting solutions, daily cleaners, enzymatic cleaners and lens rewetting drops. Among the well-known eye care product brands the Company possesses are COMPLETE(R), COMPLETE(R) Blink-N-Clean(R), Consept(R)F, Consept(R) 1 Step, Oxysept(R) 1 Step, Ultracare(R), Ultrazyme(R), Total Care(R) and blink(TM). Amadeus is a licensed product of, and a trademark of, SIS, Ltd. Advanced Medical Optics, Inc. is based in Santa Ana, California Santa Ana is the most populous city in Orange County, California and is the county seat. It lies approximately 10 miles inland from the Pacific Ocean, on the largely seasonal Santa Ana River. , and employs approximately 2,000 worldwide. The Company has operations in about 20 countries and markets products in approximately 60 countries. For more information, visit the Company's web site at www.amo-inc.com. Forward-Looking Statements This press release contains forward-looking statements about AMO, including those relating to the terms of the Offer and whether or not AMO will commence or consummate the Offer. All forward-looking statements in this press release are based on estimates and assumptions and represent AMO's judgment only as of the date of this press release. Actual results may differ from current expectations based on a number of factors including but not limited to changing market conditions, AMO's ability to raise sufficient funds to complete the Offer, and an insufficient response to the Offer. In addition, matters generally affecting the domestic and global economy, such as changes in interest and currency exchange rates, can affect AMO's results. Therefore, the reader is cautioned not to rely on these forward-looking statements. AMO disclaims any intent or obligation to update these forward-looking statements. Additional information concerning these and other risk factors may be found in previous financial press releases issued by AMO. AMO's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading "Certain Factors and Trends Affecting AMO and its Businesses" in AMO's 2002 Form 10-K filed by AMO with the Securities and Exchange Commission on March 14, 2003, also include information concerning these and other risk factors. Copies of press releases and additional information about AMO are available on the World Wide Web at www.amo-inc.com, or you can contact the AMO Investor Relations Department by calling 714/247-8348. |
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