Bausch & Lomb allows rival bidder to show info

PHILADELPHIA (Reuters) - Eye-care products group Bausch & Lomb Inc. BOL.N said on Monday it agreed to allow rival Advanced Medical Optics Inc. EYE.N to provide certain information about its $4.23 billion takeover offer to some of Advanced Medical's large shareholders.

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.

But Advanced Medical's offer has been opposed by its third-largest shareholder, ValueAct Capital. A lack of support by a key investor makes Advanced Medical's offer more risky, analysts have said.

Bausch & Lomb had asked Advanced Medical to provide assurances by July 27 that a significant percentage of its shareholders would support the deal.

However, Advanced Medical said its ability to canvas its shareholders was limited because it signed an agreement that prevented it from disclosing proprietary information about the offer or its talks with Bausch & Lomb.

Among the details Advanced Medical wants to be free to discuss is its plan for potential divestitures as well as the deal's potential boost to earnings.

Bausch & Lomb on Monday gave Advanced Medical a waiver allowing it to talk to its shareholders, as long it discloses to the Securities & Exchange Commission any information that was not already public. Bausch & Lomb, noted, however, that it viewed the waiver as unnecessary since the details of Advanced Medical's offer have already been disclosed publicly.

Bausch & Lomb also said it had reached out to some Advanced Medical shareholders to gauge their interest in a merger of the two companies. Based on those talks, Bausch & Lomb said it believed there was "substantial uncertainty" that Advanced Medical would secure stockholder approval for its counter bid.

It asked Advanced Medical to provide "concrete, credible evidence" of its ability to secure approval from its stockholders no later than 12 p.m. on Aug 3.

Bausch & Lomb rejected Advanced Medical's request that an early vote by shareholders of both companies be taken on the bid. Advanced Medical had suggested that Bausch & Lomb amend its merger agreement with Warburg Pincus to delay a vote on that deal so that shareholders could vote on Advanced Medical's unsolicited offer first.

Bausch & Lomb said Warburg Pincus would not agree to amend the merger pact and permit such a vote. Bausch & Lomb said it continues to support its original takeover agreement.

Shares of Bausch & Lomb shed 47 cents to $64.13, while shares of Advanced Medical fell 17 cents to $31.11. Both stocks trade on the New York Stock Exchange.

(Reporting by Deepti Chaudhary in Bangalore, Megan Davies in New York, and Jessica Hall in Philadelphia)