King Pharmaceuticals, Inc. (NYSE: KG) today issued the following
statement in response to an announcement by Alpharma Inc. (NYSE: ALO)
regarding King’s offer to acquire Alpharma for
$37.00 per share in cash.
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"Our $37 per share cash tender offer, which is not conditioned on
financing, is the only outstanding offer for Alpharma and would
provide its shareholders with a 67% premium over Alpharma's closing
price on August 4, 2008, the date of our initial written offer.
Given the uncertainty in the financial markets, we believe it is in
the best interests of Alpharma stockholders to consummate our
transaction as quickly as possible. Our management team and
financial and legal advisors are available to meet with Alpharma
immediately."
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On September 12, 2008, King Pharmaceuticals announced that it commenced
a tender offer to acquire all the outstanding shares of common stock of
Alpharma for $37 per share in cash, representing a total equity value of
approximately $1.6 billion and an enterprise value of approximately $1.4
billion.
The tender offer is scheduled to expire at 5:00 pm, New York City time,
on Friday, October 10, 2008, unless extended.
Credit Suisse and Wachovia Securities are acting as financial advisors
to King and Dewey & LeBoeuf LLP is acting as legal counsel. Innisfree
M&A Incorporated is acting as information agent for King’s
offer.
About King Pharmaceuticals, Inc.
King, headquartered in Bristol, Tennessee, is a vertically integrated
branded pharmaceutical company. King, an S&P 500 Index company, seeks to
capitalize on opportunities in the pharmaceutical industry through the
development, including through in-licensing arrangements and
acquisitions, of novel branded prescription pharmaceutical products and
technologies that complement the Company’s
focus in specialty-driven markets, particularly neuroscience, hospital
and acute care. King strives to be a leader and partner of choice in
bringing innovative, clinically-differentiated medicines and
technologies to market.
Forward-looking Statements
This press release contains forward-looking statements. King
Pharmaceuticals, Inc. (“King”)
disclaims any intent or obligation to update these forward-looking
statements. All statements contained in this document that are not
clearly historical in nature or that necessarily depend on future events
are forward-looking, and the words “anticipate,”
“believe,” “expect,”
“estimate,” “plan,”
and similar expressions are generally intended to identify
forward-looking statements. Such statements are based on management’s
current expectations, but actual results may differ materially due to
various factors such as King’s ability to
complete the tender offer as expected; King’s
ability to achieve the synergies and value creation contemplated by the
proposed transaction; King’s ability to
promptly and effectively integrate the businesses of Alpharma Inc. (“Alpharma”)
and King and any necessary actions to obtain required regulatory
approvals; the potential of King’s branded
pharmaceutical products; expectations regarding the enforceability and
effectiveness of product-related patents; expected trends and
projections with respect to particular products, reportable segment and
income and expense line items; the adequacy of King’s
liquidity and capital resources; anticipated capital expenditures; the
acceptance, priority review or approval of certain New Drug
Applications; the development, approval and successful commercialization
of certain products; the successful execution of growth and
restructuring strategies, including King’s
accelerated strategic shift; anticipated developments and expansions of
King’s business; plans for the manufacture of
some of King’s products; the potential costs,
outcomes and timing of research, clinical trials and other development
activities involving pharmaceutical products; the development of product
line extensions; the expected timing of the initial marketing of certain
products; products developed, acquired or in-licensed that may be
commercialized; King’s intent, beliefs or
current expectations, primarily with respect to future operating
performance; expectations regarding sales growth, gross margins,
manufacturing productivity, capital expenditures and effective tax
rates; expectations regarding the outcome of various pending legal
proceedings; expectations regarding King’s
financial condition and liquidity as well as future cash flows and
earnings; expectations regarding the ability to liquidate King’s
holdings of auction rate securities and the temporary nature of the
unrealized losses recorded in connection with these securities.
Forward-looking statements involve risks and uncertainties. For further
information regarding these and other risks related to King’s
business, investors should consult King’s
most recent Annual Report on Form 10-K for the year ended December 31,
2007 and King’s quarterly reports on Form
10-Q and other documents filed by King with the Securities and Exchange
Commission (“SEC”).
Important Additional Information about the Tender Offer
This press release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
Alpharma Class A Common Stock. The solicitation and offer to buy Alpharma’s
Class A Common Stock will only be made pursuant to the tender offer
statement (including the offer to purchase, the letter of transmittal
and other offer documents) initially filed with the SEC on September 12,
2008, as amended. The offer is scheduled to expire at 5:00 pm New York
City time, on Friday, October 10, 2008, unless extended. If the offer is
extended, King will notify the depositary for the offer and issue a
press release announcing the extension on or before 9:00 am New York
City time on the first business day following the date the offer was
scheduled to expire.
Investors and security holders are urged to read the tender offer
statement (including the offer to purchase, the letter of transmittal
and other offer documents) and any other documents relating to the
tender offer that are filed with the SEC carefully and in their entirety
because they contain important information. Investors and
security holders can obtain free copies of any such documents filed with
the SEC by King at www.kingpharm.com
and through the web site maintained by the SEC at www.sec.gov.
Free copies of any such documents can also be obtained by directing a
request to King’s information agent,
Innisfree M&A Incorporated, at (877) 687-1875.
Important Additional Information about the Consent Solicitation
This press release is not a substitute for any disclosure documents,
including the proxy statement, King will file with the SEC and send to
Alpharma stockholders in connection with the solicitation of the
stockholders of Alpharma or in connection with any business combination
transaction with Alpharma, as required. Investors and security
holders are urged to read any such disclosure documents filed with the
SEC, including the proxy statement and related documents, carefully in
their entirety when they become available because they will contain
important information. Investors and security holders will be
able to obtain free copies of any such documents filed with the SEC by
King at www.kingpharm.com
and through the web site maintained by the SEC at www.sec.gov.
Free copies of any such documents (when available) can also be
obtained by directing a request to King’s
proxy solicitor, Innisfree M&A Incorporated, at (877) 687-1875.
King and Albert Acquisition Corp. (“AAC”),
its wholly owned subsidiary, and certain of their directors and
executive officers and other persons may be deemed to be participants in
the solicitation of proxies in respect of any business combination
transaction or solicitation of the stockholders of Alpharma. As of the
date of this press release, King and AAC each own 5 shares of Alpharma
Class A Common Stock. Information regarding King’s
and AAC’s directors and executive officers is
available in King’s Annual Report on Form
10-K for the year ended December 31, 2007, which was filed with the SEC
on February 29, 2008, and King’s Proxy
Statement for its 2008 Annual Meeting of Stockholders, which was filed
with the SEC on April 15, 2008.
King Pharmaceuticals, Inc.
James E. Green, 423-989-8125
Executive
Vice President, Corporate Affairs
or
Joele Frank, Wilkinson
Brimmer Katcher
Dan Katcher or Andrew Siegel, 212-355-4449