Sandell Concerned About Bausch & Lomb's Board's Determination that AMO's Merger Proposal is Not Superior

    NEW YORK, July 26 /PRNewswire/ -- (NYSE:   BOL) -- Sandell Asset
 Management Corp. ("Sandell") sent a letter today to Mr. William H. Waltrip,
 Chairman of Bausch & Lomb's Special Committee. In the letter, Sandell
 expressed concern over the Board's response to Advanced Medical Optics,
 Inc.'s ("AMO") $75 cash and stock acquisition proposal. Sandell believes
 this transaction is superior to the $65 cash offer by Warburg Pincus and
 the Board is unnecessarily dismissing the AMO acquisition proposal in favor
 of a transaction that significantly undervalues Bausch & Lomb. Furthermore,
 details recently disclosed in the Company's proxy statement indicate that
 Warburg may have been given an unfair advantage in the due diligence
 process causing us to question whether management and the board's
 motivations are aligned with shareholders. If AMO was not afforded the same
 opportunity to conduct diligence after expressing interest in the company,
 this would be a clear violation of the Board's fiduciary duty and smacks of
 bad faith.
     "The Special Committee's failure to recommend the AMO proposal as
 superior despite a 15% premium over the Warburg offer is very concerning.
 While we recognize there are certain issues with the AMO offer, we believe
 these issues are manageable." said Thomas E. Sandell, Chief Executive
 Officer of Sandell Asset Management Corp. "It is our belief that the $65
 Warburg offer undervalues Bausch & Lomb and it is our intention to vote
 against the transaction as proposed."
     About Sandell Asset Management Corp.
     Sandell Asset Management Corp. is a multi-billion dollar global
 investment management firm, founded by Thomas E. Sandell, that focuses on
 global corporate events and restructurings throughout North America,
 Continental Europe, the United Kingdom, Latin America and the Asia-Pacific
 theatres. Sandell frequently will take an "active involvement" in
 facilitating financial or organization improvements accruing to the benefit
 of investors.
 
 

SOURCE Sandell Asset Management Corp.