Abbott completes tender offer for AMO shares

March 2, 2009
Ophthalmology Times Staff Reports

Abbott has completed the tender offer by Rainforest Acquisition Inc., its wholly owned subsidiary, to purchase all outstanding shares of common stock of Advanced Medical Optics (AMO).

Abbott Park, IL, and Santa Ana, CA

-Abbott has completed the tender offer by Rainforest Acquisition Inc., its wholly owned subsidiary, to purchase all outstanding shares of common stock of Advanced Medical Optics (AMO).

The tender offer began Jan. 27. It expired at 12 a.m. Feb. 24 and was not extended.

Abbott was advised that approximately 56.4 million shares of AMO common stock were validly tendered and not withdrawn by the depositary for the tender offer. Of these, approximately 6.7 million shares were subject to guaranteed delivery procedures. When added to the shares beneficially owned by Abbott and its wholly owned subsidiaries, these shares represent approximately 93.5% of AMO’s outstanding shares of common stock and approximately 83.1% on a fully diluted basis. All AMO shares validly tendered in the offer and not properly withdrawn have been accepted for payment.

Abbott now intends to put into effect a short-form merger without the need for a meeting of AMO stockholders. As a result of this merger, remaining AMO stockholders will receive the same $22 per share price paid in the tender offer, without interest and subject to required withholding taxes.

After the merger, the AMO shares will no longer be traded on the New York Stock Exchange, and AMO will become a wholly owned subsidiary of Abbott.

Abbott also has received merger control clearance from the European Commission for its acquisition of AMO. The commission approved the transaction without conditions, thus completing the final regulatory approval required for the tender offer.

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