King Pharmaceuticals, Inc. Announces Offer to Purchase Any and All of Its Outstanding 1 1/4% Convertible Senior Notes Due 2026 T
January 31 2011 - 4:05PM
Marketwired
King Pharmaceuticals, Inc. (NYSE: KG) (the "Company") announced
today that it has commenced a tender offer (the "Convertible Notes
Tender Offer") to repurchase, at the option of each holder, any and
all of its outstanding 1 1/4% Convertible Senior Notes Due 2026
(the "Convertible Notes"). The Company is offering to repurchase
any and all of the $400,000,000 aggregate principal amount of the
Convertible Notes outstanding, at par plus accrued and unpaid
interest to, but excluding, the purchase date. Tenders of the
Convertible Notes must be made prior to the expiration of the
Convertible Notes Tender Offer and may be withdrawn at any time
prior to the expiration of the Convertible Notes Tender Offer
through compliance with the proper withdrawal procedures outlined
in the Fundamental Change Notice and Offer to Purchase dated
January 31, 2011 (the "Fundamental Change Notice"). The Company is
required to make the Convertible Notes Tender Offer pursuant to the
terms of the Indenture governing the Convertible Notes due to the
change of control resulting from the acquisition by Pfizer Inc.
("Pfizer") of approximately 92.5% of the Company's outstanding
common stock through a separate tender offer.
The Convertible Notes Tender Offer began today, Monday, January
31, 2011, and will expire at 11:59 p.m., New York City time, on
Monday, February 28, 2011. Upon the terms and subject to the
conditions of the Convertible Notes Tender Offer, holders of the
Convertible Notes will have the opportunity to tender any or all of
their Convertible Notes, at par plus accrued and unpaid interest
to, but excluding, the purchase date.
The Company also has notified Holders that the Convertible Notes
are convertible, at the option of the Holder, at any time until
thirty (30) days following the effective date of the anticipated
merger (the "Merger") of a wholly-owned subsidiary of Pfizer
("Merger Sub"), with and into, the Company, with the Company
surviving the Merger as a wholly owned subsidiary of Pfizer.
Following the Merger, if the common stock, no par value, of the
Company (the "Common Stock") is no longer traded on the New York
Stock Exchange (the "NYSE"), the right of each Holder to exercise
this conversion right will continue for as long as the Common Stock
continues to not be listed on the NYSE, which delisting the Company
anticipates will continue indefinitely.
None of the Company, Pfizer, Merger Sub, the Company's, Pfizer's
or Merger Sub's respective boards of directors, employees, advisors
or representatives, or the trustee, paying agent and conversion
agent for the Convertible Notes Tender Offer, is making any
recommendations to noteholders as to whether to tender or refrain
from tendering their Convertible Notes in the Convertible Notes
Tender Offer, or to exercise their conversion rights (if at all).
Holders of Convertible Notes must decide how many Convertible Notes
they will tender or convert, if any. The terms and conditions of
the Convertible Notes Tender Offer will be described in the
Fundamental Change Notice and related materials to be distributed
to holders of the Convertible Notes.
The Trustee, Paying Agent and Conversion Agent for the
Convertible Notes Tender Offer is The Bank of New York Mellon Trust
Company, N.A. The Fundamental Change Notice detailing the purchase
option and the conversion rights is being sent by the Trustee on
behalf of the Company to DTC as sole record owner of Convertible
Notes. Copies of the Fundamental Change Notice and additional
information related to the procedures for the purchase option and
exercising the conversion rights may be obtained from the Trustee
by calling (212) 815-3687.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL THE CONVERTIBLE NOTES. THE CONVERTIBLE NOTES TENDER OFFER IS
BEING MADE ONLY PURSUANT TO THE FUNDAMENTAL CHANGE NOTICE AND
RELATED MATERIALS THAT THE COMPANY WILL DISTRIBUTE TO ITS
NOTEHOLDERS AFTER THE COMPANY FILES WITH THE SECURITIES AND
EXCHANGE COMMISSION ITS "SCHEDULE TO" AND FUNDAMENTAL CHANGE
NOTICE. NOTEHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE
FUNDAMENTAL CHANGE NOTICE AND RELATED MATERIALS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE CONVERTIBLE NOTES TENDER OFFER. AFTER KING FILES
ITS "SCHEDULE TO" AND FUNDAMENTAL CHANGE NOTICE WITH THE SECURITIES
AND EXCHANGE COMMISSION ON JANUARY 31, 2011, NOTEHOLDERS AND
INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON
"SCHEDULE TO," THE FUNDAMENTAL CHANGE NOTICE AND OTHER DOCUMENTS
THAT KING WILL BE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV OR BY
CONTACTING THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., THE
TRUSTEE, PAYING AGENT AND CONVERSION AGENT FOR THE CONVERTIBLE
NOTES TENDER OFFER, AT (212) 815-3687. NOTEHOLDERS ARE URGED TO
CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH
RESPECT TO THE CONVERTIBLE NOTES TENDER OFFER.
About King Pharmaceuticals, Inc. King
Pharmaceuticals, Inc., 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 and hospital. King's wholly owned
subsidiary, Alpharma, LLC, is also a leader in the development,
registration, manufacture and marketing of pharmaceutical products
for food producing animals.
Forward-Looking Statements This press
release contains forward-looking statements within the meaning of
the federal securities laws. Statements that are not historical
facts, including statements about our beliefs and expectations, are
forward-looking statements. Forward-looking statements are only
predictions and are not guarantees of performance. These statements
are based on beliefs and assumptions of management, which in turn
are based on currently available information. The forward-looking
statements also involve risks and uncertainties, which could cause
actual results to differ materially from those contained in any
forward-looking statement. Many of these factors are beyond our
ability to control or predict. Important factors that could cause
actual results to differ materially from those contained in any
forward-looking statement include, but are not limited to, the risk
factors disclosed in our Annual Report on Form 10-K, as added to or
revised by our subsequent Quarterly Reports on Form 10-Q, under the
caption "Risk Factors" and unexpected delays or impediments to the
merger of King and a wholly-owned subsidiary of Pfizer Inc. We
believe these forward-looking statements are reasonable; however,
undue reliance should not be placed on any forward-looking
statements, which are based on current expectations. Further,
forward-looking statements speak only as of the date they are made,
and we undertake no obligation to update publicly any of these in
light of new information or future events.
Notwithstanding anything in this release, the safe harbor
protections of the Private Securities Litigation Reform Act of 1995
do not apply to statements made in connection with a tender
offer.
EXECUTIVE OFFICES KING PHARMACEUTICALS, INC.
501 FIFTH STREET, BRISTOL, TENNESSEE 37620
Contact: Jack Howarth Vice President, Investor Relations
908-429-8350
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