Advanced Medical Optics and VISX Select Special Meeting Date for Proposed Merger
25 April 2005 - 6:10PM
PR Newswire (US)
Advanced Medical Optics and VISX Select Special Meeting Date for
Proposed Merger SANTA ANA and SANTA CLARA, Calif., April 25
/PRNewswire-FirstCall/ -- Advanced Medical Optics, Inc. (AMO)
(NYSE:AVO), and VISX, Incorporated (NYSE:EYE) announced today that
they have selected May 26, 2005 as the date for their special
meetings of stockholders concerning their planned merger. The
companies also announced that the Securities and Exchange
Commission (SEC) has declared effective their Form S-4 Registration
Statement. The joint proxy statement/prospectus will be mailed to
stockholders of AMO and VISX on or about April 27, 2005.
Stockholders of record as of the close of business on April 14,
2005 of both companies will be entitled to vote at the special
meetings. The transaction is expected to close shortly thereafter.
(Logo: http://www.newscom.com/cgi-bin/prnh/20050324/AMOLOGO) AMO's
annual meeting of stockholders is also scheduled for May 26, 2005
and will take place following the AMO special meeting. AMO
stockholders will receive a separate proxy statement and proxy card
relating to the annual meeting. 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 stockholders
are expected to own approximately 58.8 percent of the combined
company and VISX stockholders are expected to own approximately
41.2 percent. 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 ReZoom(TM), 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. OptiEdge(TM) is a registered trademark of
Ocular Sciences. AMO is based in Santa Ana, California, and employs
approximately 3,000 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 and tax-free exchange
status 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 approval 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. VISX,
Incorporated Investors: Investors and Media: Sheree Aronson Jackie
Cossmon (714) 247-8290 (408) 773-7435 Media: Steve Chesterman (714)
247-8711 http://www.newscom.com/cgi-bin/prnh/20050324/AMOLOGO
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 Cossmon of VISX, Incorporated,
+1-408-773-7435, Web site: http://www.visx.com/ Web site:
http://www.amo-inc.com/
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