Sandell questions actions of Bausch & Lomb special committee, will vote against Warburg Pincus offer

By Lisa Kerner

Charlotte, N.C, July 26 - Bausch & Lomb investor Sandell Asset Management Corp. believes the $75-per-share cash and stock deal offered by Advanced Medical Optics, Inc. is superior to the $65 cash offer by Warburg Pincus LLC. As a result, Sandell plans to vote against the Warburg transaction.

Sandell expressed its concerns in a letter to William H. Waltrip, chairman of Bausch & Lomb's special committee, and accused the board of "unnecessarily dismissing the Advanced Medial Optics acquisition proposal in favor of a transaction that significantly undervalues Bausch & Lomb."

Sandell also called the special committee's failure to recommend Advanced Medical Optics' proposal despite a 15% premium over the Warburg offer "very concerning."

The shareholder also questioned details in the company's proxy statement that may indicate Warburg may have been given an unfair advantage in the due diligence process.

"If Advanced Medical Optics was not afforded the same opportunity to conduct diligence after expressing interest in the company, this would be a clear violation of the board's fiduciary duty and smacks of bad faith," Sandell's letter said.

Bausch & Lomb is a Rochester, N.Y., eye health company.

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