Exhibit 99.2
Execution Version
Tender and Support Agreement
January 11, 2009
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
Re: Tender and Support Agreement
Ladies and Gentlemen:
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 provided for to the contrary in the Merger Agreement), shall be converted into the right to receive an amount in cash without interest equal to the Offer Price pursuant to the terms of the Merger Agreement. Capitalized terms used but not defined in this letter agreement shall have the meanings ascribed to such terms in the Merger Agreement.
Each undersigned stockholder (Stockholder) of the Company is the beneficial owner of Company Common Stock on the date of this letter agreement.
Because execution of this letter agreement is a condition to Parents willingness to proceed with the transactions contemplated by the Merger Agreement, Stockholder is entering into this letter agreement to induce Parent to enter into the Merger Agreement and to consummate the transactions contemplated by the Merger Agreement.
The parties hereto agree as follows:
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[Signatures on following page]
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If you are in agreement that the foregoing correctly states the agreement among us, please sign and return to each of us an executed counterpart of this letter agreement. This letter agreement shall become effective among the parties specified herein, upon the undersigneds receipt of executed counterparts of this letter agreement from each of such parties.
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Very truly yours, |
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/s/ James V. Mazzo |
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James V. Mazzo |
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Agreed the date first above written. |
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ABBOTT LABORATORIES |
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By: |
/s/ Thomas C. Freyman |
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Name: |
Thomas C. Freyman |
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Title: |
Executive Vice President, Finance |
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& Chief Financial Officer |
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RAINFOREST ACQUISITION INC. |
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By: |
/s/ Thomas C. Freyman |
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Name: |
Thomas C. Freyman |
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Title: |
President |
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SCHEDULE I
STOCK OWNERSHIP
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Name and Address |
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Shares Owned |
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James
V. Mazzo |
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19,366.2065 Shares(1) |
(1) Includes 12,800 restricted stock awards
(2) Shares held indirectly by family trust
(3) Shares held indirectly by 401(k) trust
(4) Shares held indirectly by child
(5) Includes 745,000 non-qualified stock options for the benefit of Mazzo Living Trust.