Agreement and Plan of Merger

On January 11, 2009, Advanced Medical Optics, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Abbott Laboratories, an Illinois corporation ("Parent"), and Rainforest Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (the "Purchaser").

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof:

• Purchaser will commence a tender offer (the "Offer") to acquire all of the outstanding shares of common stock, par value $0.01, of the Company, including the associated preferred stock purchase rights (collectively, the "Shares"), at a purchase price of $22.00 per share, net to the holder in cash (the "Offer Price"), without interest; and

• as soon as practicable after the consummation of the Offer and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into the Company (the "Merger") and the Company will become a wholly-owned subsidiary of Parent. In the Merger, the Shares remaining outstanding following the consummation of the Offer, other than Shares held by Parent, Purchaser or any of Parent's wholly owned subsidiaries, or by stockholders who have validly exercised their appraisal rights under Delaware law, will be converted into the right to receive the Offer Price.

The obligation of Purchaser to accept for payment and pay for the Shares tendered in the Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act and the antitrust laws of certain other applicable foreign jurisdictions. An additional condition to Purchaser's obligation to accept for payment and pay for the Shares tendered in the Offer is that the number of the outstanding Shares that have been validly tendered and not properly withdrawn, together with any Shares owned by Parent or its subsidiaries, equals at least a majority of the Shares on a fully-diluted basis.

The closing of the Merger is subject to customary closing conditions. The parties have agreed that if, following completion of the Offer, Parent and Purchaser own at least 90% of the outstanding Shares, the Merger will be completed without a meeting of the Company's stockholders, pursuant to Delaware's "short-form" merger statute.

Pursuant to the Merger Agreement and subject to applicable law, the Company has granted to Purchaser an option (the "Top-Up Option") to purchase the number of Shares (the "Top-Up Shares") that, when added to the number of Shares owned by Purchaser immediately prior to such exercise, shall constitute at least 90% of the number of Shares outstanding after such exercise. The per share exercise price of the Top-Up Option is equal to the Offer Price. The Top-Up Option will not be exercisable for a number of Shares in excess of the Company's authorized but unissued Shares (giving effect to Shares reserved for issuance under the Company's equity plans as if such Shares were outstanding).

The Merger Agreement contains customary representations and warranties of the Company, on the one hand, and of Parent and Purchaser, on the other. The assertions embodied in those

The Merger Agreement also includes customary covenants of the Company, Parent and the Purchaser. The Company has agreed to operate its business in the ordinary course until the Merger is consummated. The Company has agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and to certain restrictions on its ability to respond to any such proposal. The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company will be required to pay Parent a termination fee and under specified circumstances, their expenses.

A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and incorporated herein by reference. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement.

Tender and Support Agreements

Concurrently with the execution of the Merger Agreement, James V. Mazzo, the Company's Chairman and Chief Executive Officer, G. Mason Morfit, one of the Company's directors and two entities that are affiliated with Mr. Morfit
(ValueAct Capital Master Fund, L.P. and ValueAct Capital Master Fund III, L.P.) . . .

See the description of the Amendment to Rights Agreement under Item 1.01 above. Such disclosure is incorporated herein by reference.

See the description of the Employment Agreement under Item 1.01 above. Such disclosure is incorporated herein by reference.

On January 12, 2009, the Company and Parent issued a joint press release regarding the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this report by reference.

(d) Exhibits

Exhibit No.   Description
 2.1          Agreement and Plan of Merger, dated as of January 11, 2009, by and among
              Advanced Medical Optics, Inc., Abbott Laboratories and Rainforest
              Acquisition Inc.

 4.1          First Amendment to Rights Agreement, dated as of January 11, 2009, by
              and between Advanced Medical Optics, Inc. and Mellon Investor Services,
              LLC

10.1          Tender and Support Agreement, dated as of January 11, 2009, by and among
              G. Mason Morfit, ValueAct Capital Master Fund L.P., ValueAct Capital
              Master Fund III, L.P., Abbott Laboratories and Rainforest Acquisition
              Inc.

10.2          Tender and Support Agreement, dated as of January 11, 2009, by and among
              James V. Mazzo, Abbott Laboratories and Rainforest Acquisition Inc.

10.3          Employment and Retention Agreement, dated as of January 11, 2009, by and
              among James V. Mazzo, Abbott Laboratories and Advanced Medical Optics,
              Inc.

99.1          Press Release, issued and dated January 12, 2009, by Advanced Medical
              Optics, Inc. and Abbott Laboratories

The tender offer for the outstanding Shares referred to in this current report on Form 8-K has not commenced. This report and the description contained herein is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy Shares will be made pursuant to an offer to purchase and related materials that Purchaser intends to file with the Securities and Exchange Commission (the "SEC"). At the time the Offer is commenced, Purchaser will file a Tender Offer Statement on Schedule TO with the SEC, and thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully and considered before any decision is made with respect to the Offer. These materials will be sent free of charge to all stockholders of the Company. In addition, all of these materials (and all other materials filed by the Company with the SEC) will be available at no charge from the SEC through its website at www.sec.gov. Stockholders of the Company will be able to obtain a free copy of these documents (when they become available) and other documents filed by the Company or Parent with the SEC at the website maintained by the SEC at http://www.sec.gov.

In addition, stockholders will be able to obtain a free copy of these documents (when they become available) from the Company by contacting Advanced Medical Optics, Inc. at 1700 E. St. Andrew Place, Santa Ana, California 92705, Attention: Investor Relations.

Cautionary Statement Regarding Forward-Looking Statements

This report contains "forward-looking statements" that involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including:
statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include:
uncertainties as to the timing of the Offer and Merger; uncertainties as to how many of the Company's stockholders will tender their Shares in the Offer; the risk that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company's control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the tender offer documents to be filed by Purchaser and the Solicitation/Recommendation Statement to be filed by the Company. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law.