American Medical Systems and Laserscope Announce Definitive Merger Agreement; Innovative Laser Technology Business Represents C

American Medical Systems Holdings, Inc. (NASDAQ:AMMD),
the global leader in providing pelvic health solutions to urologists,
and Laserscope (NASDAQ:LSCP), the market leader for the surgical
treatment of obstructive benign prostatic hyperplasia (BPH), today
announced they have entered into a definitive merger agreement
providing for the acquisition of Laserscope by AMS. The Boards of
Directors of both AMS and Laserscope have unanimously approved the
transaction.
   Under the terms of the agreement, AMS will commence a tender offer
to acquire all of the outstanding shares of Laserscope at a price of
$31.00 per share in cash no later than Wednesday, June 14, 2006. The
total acquisition price for Laserscope shares and options is
approximately $715 million. CIT Healthcare LLC has underwritten the
senior financing for up to $565 million. Piper Jaffray & Co. and other
lenders have provided a commitment for additional subordinated
financing for the balance of the transaction. AMS is exploring
permanent financing options. The acquisition transaction is expected
to close during the third quarter of 2006 and will be subject to the
satisfaction of customary closing conditions and clearance under the
Hart-Scott-Rodino Antitrust Improvements Act. Following the purchase
of shares in the tender offer, AMS' merger subsidiary and Laserscope
will merge. Owners of Laserscope shares not purchased in the tender
offer, other than dissenting shares, will be entitled to receive
$31.00 per share in cash in the merger. Upon the closing of the
transaction, Laserscope will become an indirect wholly owned
subsidiary of AMS.
   Martin J. Emerson, President and CEO of American Medical Systems,
commented, "The acquisition of Laserscope represents a truly strategic
investment for AMS. With over thirty years' experience in delivering
pelvic health solutions to urologists, the global reach of the
combined AMS/Laserscope sales force will be uniquely positioned to
capitalize on Laserscope's technology and market position. In
addition, our ability to drive operating efficiencies and cost
synergies through our combined companies will deliver enhanced value
to our shareholders."
   Eric Reuter, President and CEO of Laserscope, commenting on the
acquisition noted, "American Medical Systems' history of innovation,
strong reputation and experience in urology, and extensive worldwide
distribution network make it the ideal partner of Laserscope. Through
the new AMS, even greater numbers of men suffering from obstructive
BPH around the world will benefit from the excellent clinical outcomes
of the Laserscope GreenLight(TM) family of products. We believe the
acquisition of Laserscope by AMS will further expand AMS' reputation
as a leading urological products company."
   Through the acquisition of Laserscope, AMS will be committed to
providing a range of therapy solutions for BPH patients. While AMS
currently offers to urologists its TherMatrx product for the treatment
of non-obstructive BPH, the addition of GreenLight (TM) to the AMS
product line will allow AMS to enter the obstructive BPH segment which
requires tissue removal for patient relief. Obstructive BPH is a
condition treated surgically in over 1 million men globally each year.
The use of laser-based technologies for these critical procedures has
been rapidly adopted due to physician and patient preference for the
improved post-procedure outcomes of laser therapy.
   The transaction is expected to be accretive to AMS earnings per
share in 2008 and beyond. Laserscope's aesthetics business is not
considered a strategic fit for AMS so AMS will consider alternatives
for that business including divestiture. Accordingly, the financial
results of this product line will be accounted for as a discontinued
operation. Further specifics regarding earnings for the combined
companies will be disclosed at the close of the transaction.

   Conference Call and Webcast Today

   American Medical Systems will host a conference call to further
discuss details of the acquisition at 11:00 a.m. eastern time today,
June 5, 2006. Those without internet access may join the call from
within the U.S. by dialing 800-886-7217; outside the U.S., dial
706-679-3821. A live webcast of the call will be available through the
Company's corporate website at www.AmericanMedicalSystems.com and
available for replay three hours after the completion of the call.

   Financial and Legal Advisors

   Piper Jaffray & Co. served as financial advisor to AMS and
provided a fairness opinion to the Company's Board of Directors.
Thomas Weisel Partners LLC rendered a second fairness opinion to the
AMS Board on this transaction. Goldman Sachs & Co. served as the
financial advisor to Laserscope. Legal advisors to AMS were the law
firms of Oppenheimer Wolff & Donnelly LLP and McAndrews, Held &
Malloy. Legal advisors to Laserscope were Orrick, Herrington &
Sutcliffe LLP.

   About American Medical Systems

   American Medical Systems, headquartered in Minnetonka, Minnesota
is a diversified supplier of medical devices and procedures to cure
erectile dysfunction, benign prostatic hyperplasia, incontinence,
menorrhagia, prolapse and other pelvic disorders in men and women.
These disorders can significantly diminish one's quality of life and
profoundly affect social relationships. In recent years, the number of
people seeking treatment has increased markedly as a result of longer
lives, higher quality-of-life expectations and greater awareness of
new treatment alternatives. American Medical Systems' products reduce
or eliminate the incapacitating effects of these diseases, often
through minimally invasive therapies. The Company's products were used
to provide approximately 170,000 patient cures in 56 countries during
2005.

   About Laserscope

   Laserscope designs, manufactures, sells and services an advanced
line of minimally invasive medical products worldwide including
medical laser systems and related energy delivery devices for the
office, outpatient surgical center, and hospital markets. More
information about Laserscope can be found on its website at
www.Laserscope.com.

   Forward-Looking Statements

   This press release contains forward-looking statements relating to
American Medical Systems' anticipated acquisition of Laserscope and
expected benefits of the transaction along with expected results of
the tender offer. These statements and other statements contained in
this press release that are not purely historical fact are
forward-looking statements, within the meaning of the Private
Securities Litigation Reform Act of 1995, that are based on
management's beliefs, certain assumptions and current expectations.
Statements about AMS' market opportunities, future products, sales and
financial results are also forward-looking statements subject to risks
and uncertainties such as the timing and success of new product
introduction; successful integration of acquired businesses; physician
acceptance, endorsement, and use of AMS' products; regulatory matters;
competitor activities; changes in and adoption of reimbursement rates;
potential product recalls and other risks and uncertainties described
in AMS' Annual Report on Form 10-K for the year ended December 31,
2005 and its other SEC filings. Actual results may differ materially
from anticipated results.
   More information about AMS and Laserscope and their products can
be found, respectively, at the companies' websites
www.AmericanMedicalSystems.com and www.Laserscope.com and in the
companies' Annual Reports on Form 10-K for 2005 and their other SEC
filings. For a more complete discussion of risks and uncertainties
that could cause actual results to differ from those contained in the
forward-looking statements, also read the discussion of risks and
uncertainties in the companies' respective Forms 10-K, for the year
ended December 31, 2005 and their other SEC filings. Actual results
may differ materially from anticipated results. The forward-looking
statements contained in this press release are made as of the date
hereof, and neither AMS nor Laserscope undertakes an obligation to
update any forward-looking statements to reflect events or
circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events.

   Additional Information

   This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of Laserscope. American
Medical Systems will be filing a tender offer statement with the
Securities and Exchange Commission (SEC) and Laserscope will be filing
a solicitation/recommendation statement with respect to the offer.
Laserscope shareholders are advised to read the tender offer statement
regarding the acquisition of Laserscope referenced in this press
release, and the related solicitation/recommendation statement, when
those statements are made available to them. The tender offer
statement and the solicitation/recommendation statement will contain
important information that should be read carefully before any
decision is made with respect to the offer. These documents will be
made available to all shareholders of Laserscope at no expense to
them. These documents will also be available at no charge on the SEC's
website at www.sec.gov. Shareholders may also obtain copies of these
documents without charge by requesting them from Laserscope in writing
at 3070 Orchard Drive, San Jose, CA 95134, Attention: Secretary.