Press Release
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
Acquisition gives Abbott a leadership position in another large and
growing medical device segment
Abbott expects this transaction to be neutral to ongoing earnings per
share in 2009 and accretive beginning in 2010
January 12, 2009
Abbott Park, Illinois (NYSE: ABT)
and Santa Ana, California — Abbott 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, California, 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
January 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
Web cast will be accessible through Abbott's Investor Relations Web site at 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 www.amo-inc.com.
About Abbott
Abbott (NYSE: ABT)
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.
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 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
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 Fact Sheet 
About Advanced Medical Optics Fact Sheet
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.
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Headquarters: Santa Ana, California
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Founded: 2002 (spin-off from Allergan)
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Employees: 3,700
|
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Stock Symbol: NYSE: EYE
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2007 Sales: $1.09 billion
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Primary Businesses
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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.
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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).
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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
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Cataract Surgery/IOL: WhiteStar Signature™ Phacoemulsification
System, Healon® Viscoelastics, Tecnis® Aspheric IOL, Tecnis® Multifocal IOL,
ReZoom® Multifocal IOL, Verisyse® Phakic IOL.
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Laser Vision Correction (LASIK): iLASIKTM, VISX™ Excimer Technology,
IntraLase™ FS Technology, Advanced CustomVue™ Procedure.
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Eye Care: COMPLETE® Multi-Purpose Solution, Blink Contacts™
Lubricant Eye Drops, Oxysept® UltraCare Formula, Blink® 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.
Abbott Media:
Melissa Brotz
Scott Stoffel |
(847) 935-3456
(847) 936-9502 |
Abbott Investors:
John Thomas
Tina Ventura |
(847) 938-2655
(847) 935-9390 |
AMO Media:
Steve Chesterman |
(714) 247-8711 |
AMO Investors:
Sheree Aronson |
(714) 247-8290 |