Advanced Medical Optics, Inc. Commences an Offer to Purchase for Cash and a Consent Solicitation for Any and All of Its 9 1/4% Senior Subordinated Notes Due 2010.

Business Editors/Health/Medical Writers

SANTA ANA, Calif.--(BUSINESS WIRE)--June 9, 2004

Advanced Medical Optics, Inc. (NYSE:AVO) (AMO) today announced that it has commenced an offer to purchase for cash (the "Offer") any and all of its $70,000,000 outstanding principal amount of its 9 1/4% Senior Subordinated Notes due 2010 (the "Notes") (CUSIP number 00763MAC2), and a solicitation of consents to certain proposed amendments to the indenture related to such Notes (the "Consent Solicitation"). The Offer will expire at 12:00 midnight, Eastern Daylight Time, on July 8, 2004, unless extended or earlier terminated (the "Expiration Date").

In conjunction with the Offer, AMO is soliciting consents to effect certain proposed amendments to the indenture governing the Notes. Among other things, these amendments would eliminate substantially all of the indenture's restrictive covenants and certain events of default contained in the indenture. Adoption of the proposed amendments requires the consent of at least a majority in aggregate principal amount of the Notes outstanding. Holders who tender their Notes will be required to consent to the proposed amendments, and holders may not deliver consents to the proposed amendments without tendering their Notes in the Offer. The Consent Solicitation will expire at 5:00 p.m., Eastern Daylight Time, on June 21, 2004, unless extended or earlier terminated (the "Consent Date").

Subject to the terms and conditions of the Offer and Consent Solicitation, AMO will pay the "Total Consideration" to the holders who properly tender their Notes and deliver their consent to the proposed amendments at or prior to the Consent Date. Total Consideration will be determined by reference to the applicable fixed spread over the yield to maturity of the applicable U.S. Treasury reference security as listed in the table below, on June 22, 2004 at 2:00 p.m., Eastern Daylight Time. The Total Consideration includes a consent payment of $30.00 per $1,000 principal amount of Notes (the "Consent Payment"), and is payable on the applicable payment date. Subject to the terms and conditions of the Offer and Consent Solicitation, AMO expects to accept for payment and pay for all Notes that are validly tendered and not validly withdrawn on or prior to the Consent Date on or promptly following the first business day after the Consent Date (the "Initial Payment Date"). AMO will pay to Holders who properly tender their Notes after 5:00 p.m. on the Consent Date, but on or prior to the Expiration Date, the Total Consideration minus the Consent Payment. Subject to the terms and conditions of the Offer and Consent Solicitation, AMO expects to accept for payment and pay for all Notes that are validly tendered and not validly withdrawn after the Consent Date, but on or prior to the Expiration Date, on or promptly following the first business day after the Expiration Date (the "Final Payment Date"). In addition, AMO may, at its option, elect to accept for payment, and pay for, Notes on interim payment dates after the Initial Payment Date and before the Final Payment Date. Holders will also be paid accrued and unpaid interest from the last interest payment date to, but not including, the applicable payment date.

Security Description: 9 1/4% Senior Subordinated Notes due 2010

First Call Date: July 15, 2006

First Call Price: $1,046.25

Fixed Spread: +75 bps

Outstanding Principal Amount: $70,000,000

Reference Security: 7% U.S. Treasury Note due July 15, 2006

Relevant Bloomberg Page: PX5

Consent Payment: $30

Holders may withdraw their tenders and revoke their consents at any time on or before the Consent Date but not thereafter.

The Offer is conditioned upon, among other things, the receipt of consents necessary to adopt the proposed amendments and the completion by AMO of financing transactions to fund consummation of the Offer and Consent Solicitation.

This press release does not constitute an offer to purchase or the solicitation of an offer to purchase, or a solicitation of consents with respect to the Notes. The Offer and Consent Solicitation may only be made in accordance with the terms and subject to the conditions specified in an Offer to Purchase and Consent Solicitation dated June 9, 2004, and a related Letter of Transmittal and Consent, which more fully set forth the terms and conditions of the Offer and Consent Solicitation.

Lehman Brothers Inc. is acting as the exclusive dealer manager and solicitation agent, Mellon Investor Services LLC is acting as the information agent and The Bank of New York is acting as depositary in connection with the Offer and the Consent Solicitation. Copies of the Offer to Purchase and Consent Solicitation, the Letter of Transmittal and Consent, and other related documents may be obtained from the information agent at [phone]. Additional information concerning the terms of the Offer and Consent Solicitation may be obtained by contacting Lehman Brothers at [phone] (toll free) and [phone] (collect).

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 systems, viscoelastics and related products used in cataract surgery, and microkeratomes used in LASIK 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 with WhiteStar(TM) technology and the Amadeus(TM) microkeratome. Products in the contact lens care line include disinfecting solutions, daily cleaners, enzymatic cleaners and lens rewetting drops. Among the well-known contact lens care product brands the company possesses are COMPLETE(R), COMPLETE(R) Blink-N-Clean(R), COMPLETE(R) Moisture PLUS(TM), Consept(R)F, Consept(R) 1 Step, Oxysept(R) 1 Step, Ultracare(R), Ultrazyme(R), Total Care(R) and blink(TM) branded products. Amadeus is a licensed product of, and a trademark of, SIS, Ltd.

Advanced Medical Optics, Inc. is based in Santa Ana, California, and employs approximately 2,300 worldwide. The Company has direct 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 2003 Form 10-K filed by AMO with the Securities and Exchange Commission (the "Commission") on March 12, 2004 and AMO's Form 10-Q for the quarterly period ended March 26, 2004, filed by AMO with the Commission on May 3, 2004, 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 [phone].