On Tuesday, January 13, 2009 and on Wednesday, January 21, 2009 shareholder of Advanced Medical Optics (NSYE: EYE) have filed lawsuits on behalf all current investors in Advanced Medical Optics (AMO) against AMO and members of the company’s board of directors for breaches of fiduciary duty arising out of AMOs attempt to sell it to Abbott Laboratories at an ‘inadequate and unfair price following a grossly unfair process’.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty owed to the shareholders of AMO (NYSE: EYE). On January 12, 2009, AMO announced that it had entered into a merger agreement pursuant to which Abbott Laboratories plans to acquire AMO for cash at the price of $22.00 per share, in a tender offer. According to the complaint the offered share price significantly undervalues AMO and, in fact, represents a discount to the closing price of AMO’s stock just 7 month ago. The plaintiff alleges that the defendant violated their fiduciary duties of loyalty, due care, independence, candor, good faith and fair dealing. The complaint accuses that AMO and members of its board of directors instead of seeking to obtain the highest price spent substantial efforts to ensure that the proposed acquisition could not be disturbed by another interested bidder and that the defendants motivation was only to preserve their jobs and allow themselves to participate in the profits of AMO going forward.

EYE was traded on last Monday at $21.70, up $12.85 (145.2%). Over the last 52 weeks the stock has ranged from a low of $2.88 to a high of $24.90. Thus offered price seems like a big premium (150%) to Friday's closing price of $8.85 of Advanced Medical Optics Inc. ( NYSE: EYE) shares, but there are others that are critical about the true value of the proposed price that Abbott is offering.

CNNMoney.com said that Abbott Laboratories (NYSE: ABT) acquires Advanced Medical Optics Inc. ( NYSE: EYE) “at a discount”, because ‘shares of Advanced Medical crumbled nearly 90% in September and October’.

Forbes.com said though “the premium might appear exorbitant”, Advanced Medical is the world's largest player in surgical devices for LASIK laser vision corrective procedures and it ranks No. 2 in the cataract surgical device market and No. 3 in contact lens care products. Forbes.com concludes that “for all the premium's excessive appearance, Abbott is purchasing the company at a discount of about 12.0% from its 52-week high of $24.90”.