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Abbott Laboratories (ABT) to Commence Tender Offer on Jan. 27 for All Outstanding Shares of Advanced Medical Optics, Inc. (EYE)



1/26/2009 10:53:58 AM

ABBOTT PARK, Ill., Jan. 26 /PRNewswire-FirstCall/ -- Abbott will commence tomorrow, Tuesday, Jan. 27, 2009, a cash tender offer for all outstanding shares of common stock of Advanced Medical Optics, Inc. (AMO) for $22 per share. The tender offer will be made pursuant to the terms of the Agreement and Plan of Merger, dated Jan. 11, 2009, by and among Abbott, Rainforest Acquisition Inc., a wholly owned subsidiary of Abbott, and AMO, which Abbott and AMO announced on Jan. 12, 2009.

The consummation of the tender offer will be conditioned on the tender of a majority of the outstanding shares of AMO's common stock on a fully diluted basis, as well as receipt of antitrust clearances, and other conditions that will be specified in the offer documents. Following completion of the tender offer and, if required, receipt of stockholder approval, Abbott expects to consummate a merger in which remaining AMO stockholders will receive the same cash price per share as paid in the tender offer.

As part of the transaction with AMO, Abbott has entered into tender and support agreements with ValueAct Capital Master Fund, L.P., ValueAct Capital Master Fund III, L.P., G. Mason Morfit and James V. Mazzo, pursuant to which such stockholders have committed to accept the tender offer and to tender all AMO shares owned by them, which represents approximately 12.5 percent of AMO's outstanding shares on a fully diluted basis.

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 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 (the "SEC"). Investors and AMO securities 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 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 at the SEC's Web site at http://www.sec.gov.

- Private Securities Litigation Reform Act of 1995 -

A Caution Concerning 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 in the forward-looking statements including: the tender offer may not be completed or the merger may not be consummated for reasons including because conditions precedent to the completion of the acquisition may not be satisfied. 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 Sept. 30, 2008, and are incorporated by reference. Abbott undertakes no obligation to release publicly any revisions to forward-looking statements as a result of subsequent events or developments.

CONTACT: Media: Scott Stoffel, +1-847-936-9502, or Financial: Tina
Ventura, +1-847-935-9390, both for Abbott

Web site: http://www.abbott.com/


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