Bausch & Lomb Buyout

Bausch & Lomb (BOL)
Warburg Pincus
Advanced Medical Optics - Competing Offer
$4.5B Buyout

Summary

Buyout of leading eye health company
by Warburg Pincus

$65 per BOL share; $4.5B plus 830m in debt total
50 day go shop provision
BOLstock chart

Announced 5.16.07

Tender offer with Warburg Pincus commences 9.19.07

Developments

Tender offer extended to 10.25.07 for outstanding securities 10.18.07

Acquisition completed 10.26.07

Advanced Medical - Competing Offer

Strategic buyer makes a competing offer

Offers $45 plus $30 in AMO stock (floating exchange ratio)

$75 value is a 15.4% premium to Warburg cash offer

Announced 7.05.07

AMO is an excluded party for purposes of go shop

B&L's board determined that AMO offer is bona fide and is reasonably likely to result in a superior offer
B&L can negotiate with AMO despite the end of the go shop period

Advisors

Financial

Special Committee: Morgan Stanley
Warburg Pincus: Banc of America / Credit Suisse / JPMorgan

Legal

Special Committee: Wachtell Lipton
Warburg Pincus: Cleary Gottlieb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.01 The Merger; Effects of the Merger
1.02 Consummation of the Merger
1.03 Certificate of Incorporation and Bylaws
1.04 Directors and Officers
1.05 Conversion of Shares
1.06 Conversion of Common Stock of Merger Sub
1.07 Withholding Taxes
1.08 Subsequent Actions

Article II Payment for Shares; Equity Awards

2.01 Payment for Shares
2.02 Closing of the Company's Transfer Books
2.03 Treatment of Equity-based Awards & Deferred
Compensation
2.04 Convertible Securities
2.05 Adjustments
2.06 Dissenting Shares

Article III Company Reps

3.01 Organization and Qualification
3.02 Capitalization
3.03 Authority for this Agreement; Board Action
3.04 Consents and Approvals; No Violation
3.05 Reports; Financial Statements
3.06 Absence of Certain Changes
3.07 Proxy Statement; Other Filings
3.08 Brokers; Certain Expenses
3.09 Employee Matters
3.10 Employees
3.11 Litigation
3.12 Tax Matters
3.13 Compliance with Law; Permits
3.14 Environmental Matters
3.15 Intellectual Property
3.16 Real Property
3.17 Material Contracts
3.18 Insurance
3.19 Related Party Transactions
3.20 Opinion
3.21 Required Vote of Company Shareholders
3.22 Takeover Laws, Etc
3.23 No Other Representations or Warranties

Article IV Parent and Merger Sub Reps

4.01 Organization and Qualification
4.02 Certificate of Incorporation and By-laws
4.03 Capitalization of Parent and Merger Sub
4.04 Authority for this Agreement
4.05 Consents and Approvals; No Violation
4.06 Proxy Statement; Other Filings
4.07 Absence of Litigation
4.08 Financing
4.09 Brokers; Certain Expenses
4.10 Operations of Parent and Merger Sub
4.11 Solvency
4.12 Guarantee
4.13 Ownership of Shares
4.14 No Other Representations or Warranties

Article V Covenants

5.01 Conduct of Business of the Company
5.02 Solicitation
5.03 Proxy Statement; Other Filings
5.04 Shareholder Approval
5.05 Access to Information
5.06 Reasonable Best Efforts; Consents and Governmental
Approvals
5.07 Indemnification and Insurance
5.08 Employee Matters
5.09 Takeover Laws
5.10 Notification of Certain Matters
5.11 Financing
5.12 Subsequent Filings
5.13 Press Releases
5.14 Stock Exchange Listing; De-registration
5.15 Convertible Securities
5.16 Treatment of Certain Notes
5.17 Termination of Certain Other Indebtedness
5.18 Restructuring
5.19 Shareholder Litigation
5.20 No Control of Other Party's Business

Article VI Conditions to Consummation of the Merger

6.01 Each Party
6.02 Parent and Merger Sub
6.03 Company
6.04 Frustration of Closing Conditions

Article VII Termination; Amendment; Waiver

7.01 Termination
7.02 Effect of Termination
7.03 Fees and Expenses
7.04 Maximum Recovery
7.05 Amendment
7.06 Extension; Waiver; Remedies

Article VIII Miscellaneous

8.01 Representations and Warranties
8.02 Entire Agreement Assignment
8.03 Jurisdiction; Venue
8.04 Validity; Specific Performance
8.05 Notices
8.06 Governing Law
8.07 Descriptive Headings
8.08 Parties in Interest
8.09 Rules of Construction
8.10 Counterparts
8.11 Certain Definitions

Schedule TO filings

Schedule TO 9.20.07

Amendment #1 10.09.07
Amendment #2 10.18.07
Amendment #3 10.18.07

Schedule 13D filings

Schedule 13D 7.05.07

SAC Capital, Sigma Capital, CR Intrinsic, Steven A Cohen

Proxy Solicitation

Proxy statement supplement 8.31.07

Form 8-K

Definitive proxy statement 8.14.07

Table of contents

Preliminary proxy statement 7.10.07

Table of contents

Deal Protection

No shop covenant

50 day go shop period
Merger agreement §5.2

Proxy statement disclosure scroll to page 78

Break-up fee

$120mm, plus out-of-pocket expenses
Agreement §7.3

Proxy statement disclosure scroll to page 82

Regulatory Approvals

HSR Act

Merger agreement §5.6

Proxy statement disclosure scroll to page 60

Fairness Opinion

Morgan Stanley fairness opinion

Proxy statement disclosure scroll to page 40

Tax Matters

Disclosure

Proxy statement disclosure scroll to page 59

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