King Pharmaceuticals, Inc. Announces Intent to Voluntarily Delist From the New York Stock Exchange
February 08 2011 - 9:32AM
Marketwired
King Pharmaceuticals, Inc. (NYSE: KG) (the "Company") announced
today that it has submitted written notice to the New York Stock
Exchange (the "NYSE") of its intention to voluntarily delist its
common stock, no par value, from the NYSE. The Company intends to
file a Form 25 with the Securities and Exchange Commission (the
"SEC") on February 18, 2011 to delist its common stock. The common
stock will continue to be listed through February 28, 2011 and will
no longer be listed on March 1, 2011. The Company intends to file a
Form 15 with the SEC on or about on March 1, 2011 in order to
terminate the registration of the common stock under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and to notify the SEC of the automatic suspension of its
public reporting obligations under Sections 13(a) and 15(d) of the
Exchange Act.
As previously announced on January 31, 2011, Pfizer Inc.
("Pfizer"), through its wholly-owned subsidiary, Parker Tennessee
Corp. ("Merger Sub"), acquired approximately 92.5% of the
outstanding shares of the Company's common stock following the
successful completion of a tender offer (the "Tender Offer") for
all of the outstanding shares of common stock. Pursuant to the
previously disclosed Agreement and Plan of Merger, dated as of
October 11, 2010, among Pfizer, the Company, and Merger Sub, Pfizer
intends to complete its acquisition of the Company by effecting a
short form merger (the "Merger") on or about February 28, 2011 in
accordance with the provisions of the Tennessee Business
Corporation Act. Pursuant to the Merger, Merger Sub will merge with
and into the Company, with the Company continuing as the surviving
corporation and a wholly owned subsidiary of Pfizer. Each share of
the Company's common stock outstanding immediately prior to the
effective time of the Merger that was not accepted for payment
pursuant to the Tender Offer (other than shares held by Pfizer or
any subsidiary of Pfizer, including Merger Sub, which shares will
be cancelled without any conversion) will, at the effective time of
the Merger, be converted into the right to receive $14.25 per share
net to the shareholder in cash, without interest and less any
required withholding taxes. As a result of the Merger, the Company
will become a wholly-owned subsidiary of Pfizer and a trading
market for the Company's common stock will no longer exist.
Additionally, upon the delisting, the Company will qualify to
terminate the registration of its common stock under Section 12 of
the Exchange Act and exit the SEC periodic reporting system. The
common stock will not be listed or registered on another national
securities exchange or for quotation in a quotation medium.
As of the date of the filing of the Form 15, the Company's
obligation to file certain reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will be immediately suspended,
and other filing requirements will terminate upon the effectiveness
of the deregistration, which should occur 90 days after the filing
of the Form 15.
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 Parker Tennessee Corp. 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.
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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