By Jennifer Chiou
New York, July 6 - Advanced Medical Optics Inc. announced that it has submitted a proposal to acquire Bausch & Lomb Inc. for $75.00 per share in cash and stock in a transaction valued at $4.3 billion.
Bausch & Lomb may continue to negotiate with Advanced Medical Optics despite the end of the "go-shop" period.
Under Advanced Medical Optics' proposal, each Bausch & Lomb share would be exchanged for $45.00 in cash and a fixed number of shares with a value of $30.00.
Advanced Medical Optics said it expects the transaction to be marginally dilutive on a cash basis in year one and significantly accretive on a cash basis in year two.
According to the release, the cash consideration has been fully committed by Goldman Sachs.
The Advanced Medical Optics proposal is subject to termination of Bausch & Lomb's previously announced merger agreement with affiliates of Warburg Pincus LLC, under which Warburg would acquire all Bausch & Lomb shares for $65.00 each in cash.
Bausch & Lomb said its board of directors, following the recommendation of a special committee comprised entirely of independent directors, has determined that the Advanced Medical Optics proposal is bona fide and is reasonably likely to result in a superior proposal.
"Advanced Medical Optics' successful acquisition strategy, combined with strong organic growth, has enabled the company to grow its enterprise value from $410 million in 2002 to $3.8 billion today," chairman, president and chief executive officer Jim Mazzo said in a news release.
"This strong track record makes us confident that we can deliver significant value through a transaction with Bausch & Lomb."
Advanced Medical Optics is a Santa Ana, Calif.-based provider of ophthalmic surgical devices and eye care products. Based in Rochester, N.Y., Bausch & Lomb is an eye health company.
| Acquirer: | Advanced Medical Optics Inc.
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| Target: | Bausch & Lomb Inc.
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| Transaction total: | $4.3 billion
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| Price per share: | $75.00 (comprised of $45.00 cash and $30.00 stock)
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| Announcement date: | July 6
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| Stock price for target: | NYSE: BOL; $72.00 on July 5
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