DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
ALPHARMA INC.
(Name of Registrant as Specified in its Charter)
KING PHARMACEUTICALS, INC.
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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No fee required. |
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Following is a copy of a press release issued by King Pharmaceuticals, Inc. on September 12, 2008:
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James E. Green, Executive Vice President, Corporate Affairs |
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423-989-8125 |
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David E. Robinson, Senior Director, Corporate Affairs |
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423-989-7045 |
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Dan Katcher / Andrew Siegel |
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Joele Frank, Wilkinson Brimmer Katcher |
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212-355-4449 |
FOR IMMEDIATE RELEASE
KING COMMENCES CASH TENDER OFFER FOR ALPHARMA
AT $37 PER SHARE
BRISTOL, TN., September 12, 2008 King Pharmaceuticals, Inc. (NYSE: KG) today announced that it
commenced a tender offer, through a wholly owned subsidiary, to acquire all of the outstanding
shares of Class A Common Stock of Alpharma Inc. (NYSE: ALO) for $37 per share in cash. This offer
represents a 67% premium over the closing price of Alpharma Class A Common Stock on August 4, 2008,
the date of Kings initial private written proposal to Alpharma, a 54% premium over the closing
price on August 21, 2008, the last trading day prior to public disclosure of Kings proposal, and a
60% premium over Alpharmas average closing price during the twelve-month period ended August 21,
2008. This price represents 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.
The tender offer documents, including the Offer to Purchase and the Letter of Transmittal, will be
filed today with the Securities and Exchange Commission (SEC). Alpharma stockholders may obtain
copies of the tender offer documents when they become available at www.sec.gov. Free copies of
such documents can also be obtained when they become available by calling Innisfree M&A
Incorporated, toll-free at (877) 687-1875.
As King previously indicated, it intends, if appropriate in order to facilitate the offer, to
commence a consent solicitation to replace the Board of Directors of Alpharma with its own
nominees.
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
Kings 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 Companys 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 managements current expectations, but actual results may differ
materially due to various factors such as Kings ability to complete the tender offer as expected;
Kings ability to achieve the synergies and value creation contemplated by the proposed
transaction; Kings 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 Kings 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 Kings
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 Kings accelerated strategic shift; anticipated developments and expansions
of Kings business; plans for the manufacture of some of Kings 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; Kings 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 Kings financial condition and liquidity
as well as future cash flows and earnings; expectations regarding the ability to liquidate Kings
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 Kings business, investors should
consult Kings most recent Annual Report on Form 10-K for the year ended December 31, 2007 and
Kings 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
Investors and security holders are urged to read the disclosure documents that will be filed today
with the SEC, including the tender offer 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 Kings 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
Kings 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 Kings and AACs directors and executive
officers is available in Kings Annual Report on Form 10-K for the year ended December 31, 2007,
which was filed with the SEC on February 29, 2008, and Kings Proxy Statement for its 2008 Annual
Meeting of Stockholders, which was filed with the SEC on April 15, 2008.
EXECUTIVE OFFICES
KING PHARMACEUTICALS, INC.
501 FIFTH STREET, BRISTOL, TENNESSEE 37620