Bausch & Lomb Receives Acquisition Proposal from Advanced Medical Optics for $75.00 Per Share in Cash and AMO Stock.ROCHESTER, N.Y. -- Bausch & Lomb (NYSE NYSE See: New York Stock Exchange :BOL BOL Bolivia (ISO Country code) BOL Books Online BOL Bole (SIL code, Nigeria) BOL Bill Of Lading BOL Beginning Of Line BOL Best Of Luck BOL Buzz Out Loud BOL Bruin Online BOL Beginning Of Life ) announced today that it has received from 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. (NYSE:EYE) a proposal (the "AMO AMO - America's Multimedia Online Proposal") to acquire 100% of the outstanding shares of Bausch & Lomb in a merger in which Bausch & Lomb's shareholders would receive, per share of Bausch & Lomb stock, $45.00 in cash and $30.00 in AMO stock, valued based on the average closing price of the AMO common stock for five trading days In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. prior to the date (if any) on which a definitive agreement is signed. The AMO Proposal is subject to termination of Bausch & Lomb's previously announced merger agreement with affiliates of Warburg Pincus Warburg Pincus is a private equity firm with offices in the United States, Europe and Asia. It has been a leading private equity investor since 1971. The firm currently has approximately $14 billion under management, and invests in a range of industries including information and LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("Warburg Pincus") (the "Warburg Pincus Agreement") and the execution of a definitive merger agreement with AMO. The AMO Proposal's terms include that AMO will have up to 12 months to close the transaction and that interest would be paid in cash with respect to the purchase price by AMO at the rate of 7.2% per annum Per annum Yearly. beginning six months after a definitive merger agreement is executed. The proposal is not subject to a financing condition. AMO has submitted a financing commitment letter in connection with the proposal. The AMO Proposal is conditioned upon, among other things (1) approval by AMO's shareholders and Bausch & Lomb's shareholders, (2) regulatory approvals and (3) certain additional due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. by AMO. The AMO Proposal includes (1) a proposed $130 million reverse termination fee termination fee The one-time charge for terminating or transferring an individual retirement account. If a financial institution charges a termination fee, the fee must be spelled out in the original agreement that is signed when the account is opened. payable by AMO to Bausch & Lomb in the event the transaction does not close due to the failure to obtain requisite financing or antitrust clearance and (2) proposed reimbursement Reimbursement Payment made to someone for out-of-pocket expenses has incurred. by AMO of Bausch & Lomb's expenses up to $35 million if AMO fails to obtain the approval of its shareholders. The AMO Proposal provides for (1) a proposed $130 million termination fee payable under certain circumstances by Bausch & Lomb to AMO in the event of termination of an agreement with AMO in connection with the exercise by the Bausch & Lomb Board of Directors of its fiduciary duties Noun 1. fiduciary duty - the legal duty of a fiduciary to act in the best interests of the beneficiary legal duty - acts which the law requires be done or forborne and (2) a proposed reimbursement of AMO's expenses up to $35 million under the same circumstances in which such expenses are reimbursable under the Warburg Pincus Agreement. The Bausch & Lomb Board of Directors, following the recommendation of a Special Committee composed entirely of independent directors, has determined that the AMO Proposal is bona fide [Latin, In good faith.] Honest; genuine; actual; authentic; acting without the intention of defrauding. A bona fide purchaser is one who purchases property for a valuable consideration that is inducement for entering into a contract and without suspicion of being and is reasonably likely to result in a superior proposal, as defined in the Warburg Pincus Agreement. AMO has therefore been designated an "excluded party" as defined in the Warburg Pincus Agreement. By designating AMO an excluded party, Bausch & Lomb is permitted, subject to certain conditions, to continue negotiating with AMO with respect to the AMO Proposal despite the end of the "go shop" period. The Special Committee and its advisors intend to engage in further discussions with AMO regarding the AMO Proposal. Bausch & Lomb cautioned that the AMO Proposal is subject to a number of contingencies which the Special Committee is continuing to evaluate, including the requirement of approval by AMO's shareholders as well as antitrust clearances, and that there could be no assurance that the Special Committee would ultimately find the proposal to be a superior proposal under the merger agreement. Bausch & Lomb cautioned that the discussions with AMO may be terminated at any time and that there can be no assurances as to whether the AMO Proposal will ultimately result in a transaction with Bausch & Lomb. AMO is the only "excluded party" designated by the Special Committee. As announced on May 16, 2007, Bausch & Lomb entered into the Warburg Pincus Agreement, pursuant to which Warburg Pincus agreed to acquire 100% of the outstanding shares of Bausch & Lomb for $65.00 per share in cash. The Warburg Pincus Agreement may be terminated under certain circumstances, including if Bausch & Lomb receives and enters into a definitive agreement with respect to a superior proposal and provides advance notice to Warburg Pincus. If the Warburg Pincus Agreement is terminated under these circumstances with respect to an excluded party such as AMO, Warburg Pincus will be entitled to a $40 million payment from Bausch & Lomb. Pending further discussions with AMO, Bausch & Lomb's Board of Directors, following the recommendation of the Special Committee of the Board of Directors, has not changed, and has reaffirmed, its recommendation of Bausch & Lomb's pending merger with affiliates of Warburg Pincus pursuant to the Warburg Pincus Agreement. About Bausch & Lomb Bausch & Lomb is the eye health company, dedicated to perfecting vision and enhancing life for consumers around the world. Its core businesses include soft and rigid gas permeable gas permeable gas adj (lenses) → luftdurchlässig contact lenses contact lenses contact npl → verres mpl de contact contact lenses contact npl → Kontaktlinsen pl contact lenses npl and lens care products, and ophthalmic ophthalmic /oph·thal·mic/ (of-thal´mik) ocular (1). oph·thal·mic adj. Of or relating to the eye; ocular. Ophthalmic Pertaining to the eye. surgical and pharmaceutical products. The Bausch & Lomb name is one of the best known and most respected healthcare brands in the world. Founded in 1853, Bausch & Lomb is headquartered in Rochester, New York This article is about the city of Rochester in Monroe County. For the town in Ulster County, see Rochester, Ulster County, New York. Rochester, once known as The Flour City, and more recently as The Flower City or , and employs approximately 13,000 people worldwide. Its products are available in more than 100 countries. More information about Bausch & Lomb can be found on the Bausch & Lomb Web site at www.bausch.com. Copyright Bausch & Lomb Incorporated. Forward Looking Statements This news release contains, among other things, certain statements of a forward-looking nature. Such statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. . These factors include, but are not limited to, (1) market conditions, (2) whether or not the AMO Proposal would ultimately be approved by the Bausch & Lomb Board of Directors and the Special Committee, (3) Bausch & Lomb's ability to satisfy certain terms of the Warburg Pincus Agreement (including certain determinations by the Bausch & Lomb Board of Directors), (4) actions by regulatory authorities Noun 1. regulatory authority - a governmental agency that regulates businesses in the public interest regulatory agency administrative body, administrative unit - a unit with administrative responsibilities and shareholders, (5) Bausch & Lomb's financial results and performance, (6) the consummation of necessary financing in connection with a transaction, (7) the satisfaction of closing conditions, (8) actions by Bausch & Lomb, Warburg Pincus, AMO or any other bidder, and (9) other factors described in the Company's filings with the Securities and Exchange Commission, including its reports on Forms 10-K, 10-Q, 12b-25 and 8-K. Many of the factors that will determine the outcome of the subject matter of this communication are beyond the Company's ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future results or otherwise. Additional Information and Where to Find It In connection with the proposed transaction, a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. of Bausch & Lomb and other materials will be filed with the SEC. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BAUSCH & LOMB AND THE PROPOSED TRANSACTION. Investors will be able to obtain free copies of the proxy statement (when available) a well as other filed documents containing information about Bausch & Lomb at www.sec.gov, the SEC's free Internet site. Free copies of Bausch & Lomb's SEC filings are also available on Bausch & Lomb's Internet site at www.bausch.com. Interests of Participants Bausch & Lomb and its directors and executive officers and certain other members of management and employees may be deemed to be participants in the solicitation of proxies from Bausch & Lomb's shareholders in favor of the proposed transaction. Additional information regarding the interests of potential participants in the proxy solicitation will be included in the definitive proxy statement and other relevant documents that Bausch & Lomb intends to file with the SEC in connection with the scheduled special meeting of its shareholders. |
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