Advanced Medical Optics says it needs more time to provide Bausch & Lomb with requested information

By Lisa Kerner

Charlotte, N.C., July 31 - Advanced Medical Optics, Inc. said Bausch & Lomb Inc. has not offered the company enough time to inform its shareholders and garner needed support by Bausch & Lomb's Aug. 3 deadline.

Bausch & Lomb requested "concrete, credible evidence" of Advanced Medical Optics' ability to secure stockholder approval for its proposed acquisition of Bausch & Lomb no later than noon ET on Aug. 3.

"We are prepared to present our investors with information that is sufficiently detailed and thorough, and consistent with the materials we have provided as part of our past acquisitions. Presenting this detailed information to stockholders and, more importantly, allowing stockholders ample time to review and consider the matter, cannot be realistically accomplished within the time frame or disclosure limitation you propose," Advanced Medical Optics' James Mazzo wrote in a letter to Bausch & Lomb's special committee. The process would more likely take several weeks, according to Mazzo.

Advanced Medical Optics believes its $75-per-share proposal is superior to the $65-per-share proposal by Warburg Pincus. "Therefore, we request that you commit to engage in negotiations on a definitive merger agreement with Advanced Medical Optics concurrent with our outreach to investors on the matter," Mazzo's letter stated.

By Aug. 1, Advanced Medical Optics wants confirmation from Bausch & Lomb that is has several weeks to provide stockholder assurances as well as a waiver to disclose non-public information.

As previously reported, on July 30 Bausch & Lomb agreed to facilitate discussions among the two companies and their shareholders. However, Bausch & Lomb continues to recommend the pending merger of the company with affiliates of Warburg Pincus, LLC. Advanced Medical Optics had agreed to replace the up to $35 million expense reimbursement provision in its proposals with a $50 million reverse termination fee payable by Advanced Medical Optics if its shareholders vote down the deal.

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.

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