Abbott Expands Its Growing Medical Device Business With Acquisition of Advanced Medical...

Abbott Expands Its Growing Medical Device Business With Acquisition of
Advanced Medical Optics (AMO)
Adding an established global leader in ophthalmic care will provide long-term
sustainable growth platform with more than $1 billion in annual sales

ABBOTT PARK, Ill. and SANTA ANA, Calif., Jan. 12 /PRNewswire-FirstCall/ --
Abbott (NYSE: ABT) and Advanced Medical Optics (AMO) (NYSE: EYE) announced
today a definitive agreement for Abbott to acquire AMO for $22 per share in
cash, for a total transaction value of approximately $2.8 billion, inclusive
of estimated net debt at the time of closing. Based in Santa Ana, Calif., AMO
is a global leader in ophthalmic care, comprised of three segments: cataract
surgery, laser vision correction (LASIK), and eye care products. Globally,
AMO holds the number one position in LASIK surgical devices, the number two
position in the cataract surgical device market and the number three position
in contact lens care products.
"Through superior vision care technologies and service, AMO has
established itself as a leader in this multi-billion dollar medical device
segment. With AMO, Abbott is enhancing and strengthening its diverse mix of
medical device businesses and gaining a leadership position in another large
and growing segment," said Miles D. White, chairman and chief executive
officer, Abbott. "Additionally, Abbott's significant global presence will
help drive growth opportunities for this business, especially in international
markets, where favorable demographics are driving demand for advanced eye care
procedures and products."
"This transaction underscores the fundamental value of the AMO franchise,
the talent and expertise of our global team, and the strength of our product
offering, pipeline and strategy to provide refractive vision care for people
of all ages," said Jim Mazzo, chairman and chief executive officer, AMO, who
will be remaining with Abbott as president, AMO. "Joining forces with Abbott
will fortify our position as a global ophthalmic medical device leader and
enhance our ability to serve eye care practitioners and patients around the
world."
Global Growth in Vision Correction
Population growth and demographic shifts are increasing demand for
advanced vision care technologies across all geographies and age groups. For
example, about 60 percent of people older than 60 have cataracts, which are
the leading cause of vision loss among this age group. It is estimated that
700 million people globally are 60 years or older, and that number is expected
to grow to one billion over the next decade.
"With AMO, Abbott will immediately become a global leader in vision," said
John M. Capek, executive vice president, Medical Devices, Abbott. "The
business is poised for long-term growth, driven by advances in refractive
surgery technologies, including LASIK, and an aging global population."
Financial Terms
Under the terms of the agreement, Abbott will commence a tender offer by
Jan. 26, 2009, to purchase all outstanding shares of AMO at $22 per share.
The tender offer is conditioned on the tender of a majority of the outstanding
shares of AMO's common stock on a fully diluted basis. The $2.8 billion
estimated value of the transaction is based on AMO's approximately 62 million
fully diluted shares outstanding, plus estimated net debt at the time of
closing. The Boards of Directors of AMO and Abbott have approved the
transaction. Abbott expects the transaction to be neutral to ongoing earnings
per share in 2009, and accretive beginning in 2010, both before one-time
transaction-related costs, which will be provided at a later date.
The transaction is subject to customary closing conditions, including
antitrust clearances. Abbott and AMO expect the transaction to close in the
first quarter of 2009.
Abbott Conference Call
Abbott will conduct a special conference call today at 8 a.m. Central
time(9 a.m. Eastern time) to provide an overview of the transaction. The live
Webcast will be accessible through Abbott's Investor Relations Web site at
http://www.abbottinvestor.com.
About Advanced Medical Optics (AMO)
AMO is focused on providing the full range of advanced refractive
technologies and support to help eye care professionals deliver optimal vision
and lifestyle experiences to patients of all ages. The company has operations
in 27 countries and markets products in approximately 60 countries. For more
information, visit the company's Web site at http://www.amo-inc.com.
About Abbott
Abbott is a global, broad-based health care company devoted to the
discovery, development, manufacture and marketing of pharmaceuticals and
medical products, including nutritionals, devices and diagnostics. The
company employs more than 68,000 people and markets its products in more than
130 countries.
Abbott's news releases and other information are available on the
company's Web site at http://www.abbott.com.
Additional Information
The tender offer described in this press release has not yet commenced,
and this press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. At the time the tender offer is commenced,
Abbott will file a tender offer statement with the U.S. Securities and
Exchange Commission (SEC). Investors and AMO security holders are strongly
advised to read the tender offer statement (including an offer to purchase,
letter of transmittal and related tender offer documents) and the related
solicitation/recommendation statement that will be filed by AMO with the SEC,
because they will contain important information. These documents will be
available at no charge on the SEC's Web site at http://www.sec.gov.
AMO Forward-Looking Statements
Statements in this press release that refer to AMO's estimated or
anticipated future results such as statements from management, statements in
the "Financial Terms" section and statements regarding business expectations
are forward looking statements. All forward-looking statements by AMO in
this press release reflect AMO's current analysis of existing trends and
information 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 affecting AMO's businesses including but not limited to the
impact of the global economic downturn; unexpected changes in competitive,
regulatory and market conditions; the performance of new products and the
continued acceptance of current products; the execution of strategic
initiatives; AMO's ability to maintain a sufficient supply of products;
litigation; and unexpected delays or impediments to the announced transaction.
In addition, matters generally affecting the domestic and global economy,
such as changes in interest and currency exchange rates or consumer confidence
indices, 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
"Risk Factors" in AMO's 2007 Form 10-K filed in March 2008 and Form 10-Q filed
in November 2008 that include information concerning these and other risk
factors. Copies of press releases and additional information about AMO are
available at http://www.amo-inc.com, or by contacting AMO's Investor Relations
Department by calling (714) 247-8455.
Abbott Forward Looking Statements
Some statements in this news release may be forward-looking statements for
the purposes of the Private Securities Litigation Reform Act of 1995. We
caution that these forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those
indicated. Economic, competitive, governmental, technological and other
factors that may affect Abbott's operations are discussed in Item 1A, "Risk
Factors," to our Annual Report on Securities and Exchange Commission Form 10-K
for the year ended Dec. 31, 2007, and in Item 1A, "Risk Factors," to Abbott's
Quarterly Report on Securities and Exchange Commission Form 10-Q for the
quarters ended June 30, 2008, and September 30, 2008, and are incorporated by
reference. Statements regarding the prospects of AMO's business following
acquisition by Abbott are qualified by AMO's forward-looking statement
language appearing above. Abbott undertakes no obligation to release publicly
any revisions to forward-looking statements as a result of subsequent events
or developments.
About Advanced Medical Optics
Advanced Medical Optics is a global leader in ophthalmic care, comprised
of three segments: cataract surgery/intraocular lens (IOL), laser vision
correction and eye care products.
-- Headquarters: Santa Ana, Calif. -- Stock Symbol: NYSE: EYE
-- Founded: 2002 (spin-off from Allergan) -- 2007 Sales: $1.09 billion
-- Employees: 3,700

Primary Businesses
-- Cataract Surgery/IOL: Devices for cataract surgery, which replaces a
patient's aging and cloudy natural lens with an IOL or artificial lens to
restore vision.
-- Laser Vision Correction (LASIK): Devices used for refractive laser eye
surgery to correct myopia (nearsightedness), hyper-opia (farsightedness) and
astigmatism (condition that causes blurred vision).
-- Eye Care: Contact lens care products including multi-purpose cleaning
and disinfecting solutions, daily cleaners and contact lens rewetting drops;
and over-the-counter dry eye products.
Products
-- Cataract Surgery/IOL: WhiteStar Signature(TM) Phacoemulsification
System, Healon(R) Viscoelastics, Tecnis(R) Aspheric IOL, Tecnis(R) Multifocal
IOL, ReZoom(R) Multifocal IOL, Verisyse(R) Phakic IOL.
-- Laser Vision Correction (LASIK): iLASIK(TM), VISX(TM) Excimer
Technology, IntraLase(TM) FS Technology, Advanced CustomVue(TM) Procedure.
-- Eye Care: COMPLETE(R) Multi-Purpose Solution, Blink Contacts(TM)
Lubricant Eye Drops, Oxysept(R) UltraCare Formula, Blink(R) Tears Lubricating
Eye Drops
Vision Facts
-- About 60 percent of people 60+ years old have cataracts.
-- The global population is aging at unprecedented levels. There are more
than 700 million people globally older than 60 (up from 600 million in 2000);
by 2020, this number is projected to increase to 1 billion.
-- Cataracts are the leading cause of vision loss among people 55 and
older.
-- More than 15 million cataract procedures are performed worldwide
annually.
-- Approximately 52 percent of people have some form of myopia or
hyperopia.
More than 3.5 million LASIK procedures are performed globally annually;
LASIK accounts for more than 90 percent of all U.S. refractive surgical
procedures.
SOURCE Abbott

Abbott Media, Melissa Brotz, +1-847-935-3456, or Scott Stoffel,
+1-847-936-9502, or Abbott Investors, John Thomas, +1-847-938-2655, Tina
Ventura, +1-847-935-9390, all of Abbott; or AMO Media, Steve Chesterman,
+1-714-247-8711, or AMO Investors, Sheree Aronson, +1-714-247-8290, both of
Advanced Medical Optics