SANTA ANA, Calif., May 26 /PRNewswire-FirstCall/ -- Advanced Medical Optics, Inc. (AMO) , today announced that its stockholders approved the proposed merger with VISX, Incorporated . The stockholder voting took place during a special meeting today in Santa Ana, California.
Stockholders voted in favor of the proposal to issue shares of AMO common stock in the proposed merger, pursuant to the Agreement and Plan of Merger, dated as of November 9, 2004, as amended, by and among AMO, Vault Merger Corporation, a wholly owned subsidiary of AMO, and VISX, Incorporated. In accordance with the terms of the definitive merger agreement, VISX stockholders are expected to receive 0.552 shares of AMO stock and $3.50 in cash for every share of VISX common stock they own. AMO anticipates closing the merger with VISX within two business days of today's meeting.
Other Matters Approved
AMO also announced today that stockholders approved an amendment to the certificate of incorporation, which increases the number of authorized shares of common stock from 120 million to 240 million.
In addition, stockholders approved the AMO 2005 Incentive Compensation Plan, the Amended and Restated AMO 2002 Employee Stock Purchase Plan, and the Amended and Restated AMO 2002 International Stock Purchase Plan.
Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this document that refer to the timing and certainty of closing the transaction are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Therefore, actual outcomes and results may differ materially from what is expressed herein. Risk factors are set forth in AMO's most recent Annual Report on Form 10-K. AMO is under no obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events, or otherwise.
About Advanced Medical Optics (AMO)
AMO is a global leader in the development, manufacturing and marketing of ophthalmic surgical and eye care products. The company focuses on developing a broad suite of innovative technologies and devices to address a wide range of eye disorders. Products in the ophthalmic surgical line include intraocular lenses, phacoemulsification systems, viscoelastics, microkeratomes and related products used in cataract and refractive surgery. AMO owns or has the rights to such ophthalmic surgical product brands as ReZoom(TM), Phacoflex(R), Clariflex(R), Array(R), Sensar(R), CeeOn(R), Tecnis(R) and Verisyse(TM) intraocular lenses, Sovereign(R) and Sovereign(R) Compact(TM) phacoemulsification systems with WhiteStar(TM) technology, Amadeus(TM) and Amadeus(TM) II microkeratomes, Healon(R) and Vitrax(R) viscoelastics, and the Baerveldt(R) glaucoma shunt. Products in the contact lens care line include disinfecting solutions, daily cleaners, enzymatic cleaners and lens rewetting drops. Among the contact lens care product brands the company possesses are COMPLETE(R) Moisture PLUS(TM), COMPLETE(R) Blink-N-Clean(R), Consept(R)F, Consept(R) 1 Step, Oxysept(R) 1 Step, UltraCare(R), Ultrazyme(R), Total Care(R) and blink(TM) branded products. Amadeus is a licensed product of, and a trademark of, SIS, Ltd. OptiEdge(TM) is a registered trademark of Ocular Sciences. AMO is based in Santa Ana, California, and employs approximately 3,000 worldwide. The company has operations in about 20 countries and markets products in approximately 60 countries. For more information, visit the company's Web site at http://www.amo-inc.com/.
Advanced Medical Optics, Inc.
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