Advanced Medical reaffirms Bausch & Lomb bid

(Adds details of AMO proposal)

PHILADELPHIA, July 27 (Reuters) - Advanced Medical Optics Inc. EYE.N reaffirmed its $4.23 billion takeover bid for Bausch & Lomb Inc. BOL.N on Friday, and offered the eye-care company two alternatives to gauge shareholder support for the unsolicited offer.

Advanced Medical wants to wrest Bausch & Lomb away from its existing agreement to be acquired by private equity firm Warburg Pincus for $3.67 billion.

Bausch & Lomb had asked Advanced Medical for assurances that a significant percentage of Advanced Medical shareholders would support the deal. Bausch & Lomb's caution arose after Advanced Medical's third-largest shareholder, ValueAct Capital, previously said it opposed the company's bid. Advanced Medical's ability to canvas its shareholders is limited because it signed a nondisclosure agreement that prevents it from disclosing proprietary information about the offer or its talks with Bausch & Lomb.

"As your own advisors have acknowledged, obtaining an 'advisory vote' from a significant percentage of our outstanding shareholders is navigating through uncharted waters," Advanced Medical said in a letter filed with the U.S. Securities and Exchange Commission.

Advanced Medical asked for a limited waiver from the nondisclosure pact so it could provide shareholders with enough information for them to make a decision about the bid.

As an alternative, Advanced Medical suggested that Bausch & Lomb delay a shareholder vote on the original Warburg Pincus offer and allow Advanced Medical shareholders vote on the proposed Bausch & Lomb acquisition.

If Advanced Medical shareholders vote in favor of the bid, investors at Bausch & Lomb would then vote on the deal. The proposal must be approved by 50 percent of Advanced Medical's shareholders and two-thirds Bausch & Lomb's investors.

Advanced Medical also offered to pay a $50 million reverse termination fee if Advanced Medical investors voted against the deal.

Bausch & Lomb was not immediately available for comment.

Shares of Bausch & Lomb added 17 cents to $65.28, while shares of Advanced Medical shed 95 cents, or 2.9 percent, to $31.64 in afternoon trading.

(Reporting by Jessica Hall)

((Editing by J.S. Benkoe, Phil Berlowitz, jessica.hall@reuters.com; 215-922-1086)) Keywords: BAUSCHANDLOMB AMO/

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