Advanced Medical Optics and VISX Set Record Date for Voting on Proposed Transaction
April 07 2005 - 10:23PM
PR Newswire (US)
Advanced Medical Optics and VISX Set Record Date for Voting on
Proposed Transaction SANTA ANA and SANTA CLARA, Calif., April 7
/PRNewswire-FirstCall/ -- Advanced Medical Optics, Inc. (AMO)
(NYSE:AVO), and VISX, Incorporated (NYSE:EYE) announced today that
the two companies have set the close of business on April 14, 2005,
as the record date for determining AMO and VISX stockholders
entitled to receive a notice of, and to vote at, the respective
special meetings of stockholders to approve AMO's acquisition of
VISX. The dates for the special meetings have not yet been set. The
companies continue to expect to close the transaction in the second
quarter of 2005. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050324/AMOLOGO) AMO announced
in November 2004 its plan to acquire VISX. Under the terms of the
definitive merger agreement, VISX stockholders are expected to
receive 0.552 shares of AMO stock and $3.50 in cash for every share
of VISX common stock they own. AMO expects the exchange of shares
to be tax-free to VISX stockholders. Upon completion of the
transaction, AMO's stockholders will own approximately 58.5 percent
of the combined company and VISX's stockholders will own
approximately 41.5 percent. AMO also announced that the same record
date, the close of business on April 14, 2005, will be used for
determining AMO stockholders entitled to receive a notice of, and
to vote at, the company's annual meeting of stockholders, to be
held at 10:00 a.m. PDT on Thursday, May 26, 2005, at AMO's
headquarters. Additional Information and Where You Can Find It AMO
has filed a Registration Statement on Form S-4 with the SEC that
includes a joint proxy statement/prospectus of VISX and AMO and
other relevant materials in connection with the proposed
transaction. The joint proxy statement/prospectus will be mailed to
the stockholders of VISX and AMO. Investors and security holders of
VISX and AMO are urged to read the joint proxy statement/prospectus
and the other relevant materials when they become available because
they will contain important information about VISX, AMO and the
proposed transaction. The joint proxy statement/prospectus and
other relevant materials (when they become available), and any
other documents filed by VISX or AMO with the SEC, may be obtained
free of charge at the SEC's web site at http://www.sec.gov/. In
addition, investors and security holders may obtain free copies of
the documents filed with the SEC by VISX by contacting VISX
Investor Relations at or via telephone at (408) 773-7600. Investors
and security holders may obtain free copies of the documents filed
with the SEC by AMO at http://www.amo-inc.com/ or via telephone at
(714) 247-8348. Investors and security holders are urged to read
the joint proxy statement/prospectus and the other relevant
materials when they become available before making any voting or
investment decision with respect to the proposed transaction. AMO
and its respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from the
stockholders of VISX and AMO in favor of the proposed transaction.
Information about the directors and executive officers of AMO and
their respective interests in the proposed transaction will be
available in the joint proxy statement/prospectus. VISX and its
respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders
of AMO and VISX in favor of the proposed transaction. Information
about the directors and executive officers of VISX and their
respective interests in the proposed transaction will be available
in the joint proxy statement/prospectus. About Advanced Medical
Optics (AMO) AMO is a global leader in the development,
manufacturing and marketing of ophthalmic surgical and eye care
products. The company focuses on developing a broad suite of
innovative technologies and devices to address a wide range of eye
disorders. Products in the ophthalmic surgical line include
intraocular lenses, phacoemulsification systems, viscoelastics,
microkeratomes and related products used in cataract and refractive
surgery. AMO owns or has the rights to such ophthalmic surgical
product brands as Phacoflex(R), Clariflex(R), Array(R), Sensar(R),
CeeOn(R), Tecnis(R) and Verisyse(TM) intraocular lenses,
Sovereign(R) and Sovereign(R) Compact(TM) phacoemulsification
systems with WhiteStar(TM) technology, Amadeus(TM) and Amadeus(TM)
II microkeratomes, Healon(R) and Vitrax(R) viscoelastics, and the
Baerveldt(R) glaucoma shunt. Products in the contact lens care line
include disinfecting solutions, daily cleaners, enzymatic cleaners
and lens rewetting drops. Among the contact lens care product
brands the company possesses are COMPLETE(R) Moisture PLUS(TM),
COMPLETE(R) Blink-N-Clean(R), Consept(R)F, Consept(R) 1 Step,
Oxysept(R) 1 Step, UltraCare(R), Ultrazyme(R), Total Care(R) and
blink(TM) branded products. Amadeus is a licensed product of, and a
trademark of, SIS, Ltd. AMO is based in Santa Ana, California, and
employs approximately 2,800 worldwide. The company has operations
in about 20 countries and markets products in approximately 60
countries. For more information, visit the company's Web site at
http://www.amo-inc.com/. About VISX Incorporated VISX is a
worldwide market leader in the design, manufacture, and sale of
laser vision correction systems. The Company was founded in 1988
and received FDA approval for its first laser vision correction
product in 1996. VISX holds over 200 patents worldwide and has
licensed its technology to Alcon, Bausch & Lomb, LaserSight,
Nidek, Schwind, Zeiss-Meditec, and WaveLight Technologies. VISX
recently introduced the CustomVue(TM) procedure, a significant
advancement in laser vision correction that enables customized
corrections based on a comprehensive diagnostic measurement of the
optical errors in the eye. Clinical trial results show that the
CustomVue(TM) procedure has the potential to improve vision beyond
the correction possible with contacts and glasses. In the United
States alone there are 50 to 60 million eligible laser vision
correction candidates who experience some form of nearsightedness,
farsightedness, or astigmatism. VISX has a current effort underway
to treat presbyopia, the condition that requires reading glasses
with age, due to loss of accommodation for close work. Additional
information on VISX can be found on the worldwide web at
http://www.visx.com/. Cautionary Statement Regarding
Forward-Looking Statements Statements contained in this document
that refer to the timing and certainty of closing the transaction
and estimated share ownership percentages are forward-looking
statements within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995. These
statements are based on management's current expectations and
beliefs and are subject to a number of factors and uncertainties
that could cause actual results to differ materially from those
described in the forward-looking statements. Therefore, actual
outcomes and results may differ materially from what is expressed
herein. For example, if either of the companies does not receive
required stockholder approvals or fails to satisfy other conditions
to closing, the transaction will not be consummated. The inability
to obtain, or meet conditions imposed for, applicable regulatory
and tax requirements relating to the merger could also cause actual
results to differ materially. Other risk factors are set forth in
AMO's and VISX's most recent Annual Reports on Form 10-K. AMO is
under no obligation to (and expressly disclaims any such obligation
to) update or alter its forward-looking statements whether as a
result of new information, future events, or otherwise. Advanced
Medical Optics, Inc. Investors: Sheree Aronson (714) 247-8290
Media: Steve Chesterman (714) 247-8711 VISX, Incorporated Investors
and Media: Jackie Cossman (408) 773-7435
http://www.newscom.com/cgi-bin/prnh/20050324/AMOLOGO
http://photoarchive.ap.org/ DATASOURCE: Advanced Medical Optics,
Inc. CONTACT: investors, Sheree Aronson, +1-714-247-8290, , or
media, Steve Chesterman, +1-714-247-8711, , both of Advanced
Medical Optics, Inc.; or investors and media, Jackie Cossman of
VISX, Incorporated, +1-408-773-7435, Web site: http://www.visx.com/
Web site: http://www.amo-inc.com/
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