American Medical Systems Announces Pricing of Convertible Senior Subordinated Notes.

MINNEAPOLIS -- American Medical Systems Holdings, Inc. (NASDAQ:AMMD) announced that yesterday evening it priced $325 million in aggregate principal amount of Convertible Senior Subordinated Notes due 2036 pursuant to a registration statement filed with the Securities and Exchange Commission. The Company has granted the underwriters an option to purchase up to an additional $48.75 million aggregate principal amount of convertible notes to cover over-allotments, if any.

The notes will be convertible upon the occurrence of specified events into cash and, in certain circumstances, shares of American Medical Systems Holdings' common stock at an initial conversion rate of 51.5318 shares per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $19.406 per share. If the conversion value of a note is greater than $1,000, the holder of the note will receive $1,000 in cash and the excess amount in shares of common stock. If the conversion value of the note is equal to or less than $1,000, the holder of the note will receive only cash upon conversion of the note. The Company believes this provision, commonly referred to as net share settlement, may result in significantly less ownership dilution to the Company and higher earnings per share than a standard convertible note, which typically provides for the full conversion value to be issued in shares.

The notes will bear interest at an annual rate of 3.25%. The notes will mature on July 1, 2036. The notes may not be redeemed prior to July 6, 2011. Holders of the notes will have the option to require the Company to purchase the notes on July 1, 2013, 2016, 2021, 2026 and 2031, and in certain other circumstances. The transaction is expected to close on June 27, 2006. The closing is subject to customary closing conditions.

The Company intends to use the net proceeds of the offering to fund a portion of the merger consideration of the Company's previously announced acquisition of Laserscope and for general working capital purposes. If the Laserscope acquisition does not occur, the Company intends to use the net proceeds from this offering for working capital and general corporate purposes, including possible acquisitions.

Piper Jaffray & Co. is acting as the sole bookrunner for the offering. Co-managers are Thomas Weisel Partners LLC and KeyBanc Capital Markets.

The Company has filed a registration statement (including a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus supplement in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter, or any dealer participating in the offering will arrange to send to you the prospectus supplement if you request it by calling [phone] or you may e-mail a request to [e-mail].