Tender and Support AgreementAdvanced Medical Optics Inc • January 13th, 2009 • Surgical & medical instruments & apparatus • Delaware
Concurrently with the execution and delivery of this letter agreement, Abbott Laboratories, an Illinois corporation (“Parent”), Rainforest Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the “Purchaser”), and Advanced Medical Optics, Inc., a Delaware corporation (the “Company”) are entering into an Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, the Offer (as defined in the Merger Agreement) by the Purchaser for all of the outstanding common stock, par value $0.01 per share, of the Company (“Company Common Stock”) at a price per share of $22.00, net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of the Purchaser with and into the Company, with the Company as the surviving corporation (the “Merger”), pursuant to which each share of Company Common Stock then outstanding (other than as specifically pro
AGREEMENT AND PLAN OF MERGER by and among ABBOTT LABORATORIES, RAINFOREST ACQUISITION INC. and ADVANCED MEDICAL OPTICS, INC. Dated as of January 11, 2009Agreement and Plan of Merger • January 13th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 11, 2009 (this “Agreement”), by and among ABBOTT LABORATORIES, an Illinois corporation (“Parent”), RAINFOREST ACQUISITION INC., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and ADVANCED MEDICAL OPTICS, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 13th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT, dated as of January 11, 2009, (this “Amendment”), amends the Rights Agreement (the “Agreement”), dated as of June 24, 2002, by and between Advanced Medical Optics, Inc., a Delaware corporation (the “Company”) and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement.
RE: Employment AgreementEmployment Agreement • January 13th, 2009 • Advanced Medical Optics Inc • Surgical & medical instruments & apparatus • Illinois
As you know, Abbott Laboratories (“Abbott”) and your employer, Advanced Medical Optics, Inc. (“AMO”) intend to enter into an Agreement and Plan of Merger (“Merger Agreement”), pursuant to which AMO will become a wholly-owned subsidiary of Abbott.
