Thursday, November 11, 2004

ADVANCED MEDICAL OPTICS AGREES TO ACQUIRE VISX IN $1.27 BILLION TRANSACTION

Advanced Medical Optics Inc., maker of ophthalmic surgical devices and eye care products, entered into a definitive agreement to acquire the laser vision correction device firm Visx Inc. in a cash-and-stock transaction valued at approximately $1.27 billion.

The merger of the two ophthalmic companies will create a firm with a broad range of superior technologies and a singular focus on serving the vision care needs of global practitioners and patients, according to an Advanced Medical Optics press release.

Specifically, the merger will provide surgeons and patients with biotech brands such as Visx's Star Laser System and CustomVue custom ablation technology plus Advanced Medical Optics' Amadeus microkeratome, Verisyse phakic IOL and Rezoom, Array and Tecnis multifocal IOL.

"With its proprietary laser systems and custom ablation technologies, skilled service organization and long-standing reputation for reliability, Visx is the manufacturer of choice in laser vision correction," said Jim Mazzo, Advanced Medical Optics' chief executive.

"Adding their robust product platform to our existing refractive business represents a bold step forward to achieve one of Advanced Medical Optics' core strategic goals to build a leading refractive surgical business," he noted.

Terms of the agreement provide that Visx stockholders receive 0.552 shares of Advanced Medical Optics stock plus $3.50 in cash for each Visx share owned, creating a total value of $26.52 per Visx share based on the closing price of Advanced Medical Optics' common stock on Monday.

Upon completion of the transaction, which has already been approved by the companies' boards of directors, Advanced Medical Optics' shareholders will own approximately 58.5 percent of the combined firm while Visx shareholders will retain nearly 41.5 percent ownership.

Shares of Visx closed at $24.36, up $6.36, or 34.6 percent, while Advanced Medical Optics shares closed at $38.80, down $3.64, or 8.6 percent, both in heavy trading on the New York Stock Exchange.