A Medical Device Daily

Abbott (Abbott Park, Illinois) reported the successful completion of the tender offer to purchase all of the outstanding shares of common stock of Advanced Medical Optics (AMO; Santa Ana, California). The tender offer expired at midnight EST on Feb. 24 and was not extended.

Abbott reported last month that it had agreed to acquire AMO for $22 a share in cash, or about $2.8 billion, including debt (Medical Device Daily, Jan. 13, 2009).

The depositary for the tender offer has advised Abbott that a total of about 56,395,914 shares of AMO common stock were validly tendered and not withdrawn (including about 6,657,258 shares subject to guaranteed delivery procedures).

These shares, together with the shares owned by Abbott and its wholly owned subsidiaries, represent about 93.5% of AMO's outstanding shares of common stock, or about 83.1% on a fully diluted basis. All AMO shares that were validly tendered in the offer and not properly withdrawn have been accepted for payment.

As the final step of the acquisition process, Abbott said it intends to effect a short-form merger as promptly as practicable, without the need for a meeting of AMO stockholders. As a result of the merger, the remaining AMO stockholders other than those who properly exercise dissenters' rights will receive the same $22-per-share price that was paid in the tender offer.

In related news, AMO reported the expiration of the tender offer and consent solicitation for its outstanding 7-1/2% senior subordinated notes due 2017.

The offer expired at midnight EST on Feb. 24. As of the expiration time, $248.25 million aggregate principal amount of notes, representing about 99.3% of the aggregate principal amount of notes outstanding, had been validly tendered pursuant to the offer. AMO accepted for payment, and will pay for, $248.25 million aggregate principal amount of notes.

Holders who tendered their notes and delivered their related consents prior to the expiration time received the total consideration of $1,155 for each $1,000 principal amount of notes accepted for payment. All holders whose notes were accepted for payment also received accrued and unpaid interest up to, but not including, the payment date.

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