SC TO-T
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT
OF 1934
ALPHARMA INC.
(Name of Subject Company
(Issuer))
ALBERT ACQUISITION
CORP.
KING PHARMACEUTICALS,
INC.
(Names of Filing Persons
(Offerors))
Class A Common Stock, Par Value $0.20 Per Share
(Title of Class of
Securities)
020813101
(CUSIP Number of Class of
Securities)
Brian A. Markison
Chairman, President and Chief Executive Officer
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Telephone:
(423) 989-8000
(Name, Address and Telephone
Number of Person
Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Morton A. Pierce, Esq.
Ivan J. Presant, Esq.
Chang-Do Gong, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone:
(212) 259-8000
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount of Filing
Fee**
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$1,858,657,815
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$73,046
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* |
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For purposes of calculating the amount of filing fee only. Based
on the offer to purchase up to 50,233,995 shares of
Class A Common Stock, par value $0.20 per share
(“Class A Common Stock”), of Alpharma Inc., including
the associated preferred stock purchase rights, at a purchase
price of $37.00 per share net to the seller in cash, without
interest and subject to any required withholding of taxes. Such
number of shares consists of (i) 41,763,544 shares of
Class A Common Stock issued and outstanding as of
July 27, 2008, as reported in Alpharma Inc.’s
Form 10-Q for the quarter ended June 30, 2008 (the
“Alpharma Form 10-Q”), and (ii)
2,105,436 shares of Class A Common Stock that may be
issued before the expiration of the offer pursuant to the
exercise of stock options based on the total number of stock
options outstanding as of June 30, 2008 as reported in the
Alpharma
Form 10-Q,
(iii) 2,302,921 shares of Class A Common Stock that may be
issued before the expiration of the offer pursuant to the
conversion of Alpharma Inc.’s 2.125% Convertible
Senior Notes due 2027 as reported in the Form 10-Q and
Alpharma’s other publicly filed documents and (iv) a
maximum of 4,062,094 shares of Class A Common Stock that
may be issued pursuant to the exercise of warrants as reported
in the Alpharma
Form 10-Q
and Alpharma’s other publicly filed documents. |
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The filing fee was calculated in accordance with
Rule 0-11
under the Securities Exchange Act of 1934, as amended, by
multiplying the transaction value by 0.00003930. |
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Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and
the date of its filing.
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Amount Previously Paid:
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None
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Form or Registration No.:
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Not applicable
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Filing Party:
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Not applicable
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Date Filed:
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Not applicable
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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third-party tender offer subject to
Rule 14d-1.
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issuer tender offer subject to
Rule 13e-4.
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going-private transaction subject to
Rule 13e-3.
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amendment to Schedule 13D under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer: o
2
SCHEDULE TO
This Tender Offer Statement on Schedule TO
(“Schedule TO”) relates to the offer by Albert
Acquisition Corp., a Delaware corporation
(“Purchaser”) and a wholly owned subsidiary of King
Pharmaceuticals, Inc., a Tennessee corporation
(“King”), to purchase (1) all issued and
outstanding shares of Class A Common Stock, par value $0.20
per share (the “Shares”), of Alpharma Inc., a Delaware
corporation (“Alpharma”), and (2) the associated
rights to purchase shares of Series B Junior Participating
Preferred Stock, par value $1.00 per share, of Alpharma (the
“Rights”), at a price of $37.00 per Share (and
associated Right, if applicable), net to the seller in cash,
without interest and subject to any required withholding of
taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase (the “Offer to Purchase”) dated
September 12, 2008, and in the related Letter of Transmittal,
copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B)
hereto, respectively. This Schedule TO is being filed on
behalf of King and Purchaser.
The information set forth in the Offer to Purchase, including
Schedule I thereto, is hereby incorporated by reference in
answer to Items 1 through 11 of this Schedule TO, and
is supplemented by the information specifically provided herein.
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ITEM 1.
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SUMMARY
TERM SHEET.
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The information set forth in the section of the Offer to
Purchase entitled “Summary Term Sheet” is incorporated
herein by reference.
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ITEM 2.
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SUBJECT
COMPANY INFORMATION.
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(a) The name of the subject company and the issuer of the
securities to which this Schedule TO relates is Alpharma
Inc., a Delaware corporation. Alpharma’s principal
executive offices are located at 440 Route 22 East, Bridgewater,
New Jersey 08807. Alpharma’s telephone number at such
address is
(908) 566-3800.
(b) This Schedule TO relates to the outstanding shares
of Class A Common Stock, par value $0.20 per share, of
Alpharma and the Rights. According to Alpharma’s Quarterly
Report on
Form 10-Q
for Alpharma’s fiscal quarter ended June 30, 2008, as
of July 27, 2008 there were 41,763,544 shares of
Class A Common Stock issued and outstanding.
(c) The information set forth in the section of the Offer
to Purchase entitled “Price Range of the Shares;
Dividends” is incorporated herein by reference.
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ITEM 3.
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IDENTITY
AND BACKGROUND OF FILING PERSON.
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(a) The names of the filing person and purchaser to which
this Schedule TO relates are King Pharmaceuticals, Inc., a
Tennessee corporation (“King”), and Albert Acquisition
Corp., a Delaware corporation (“Purchaser”). King and
Purchaser’s principal executive offices are located at
501 Fifth Street, Bristol, Tennessee 37620. King and
Purchaser’s telephone number at such address is
(423) 989-8000.
During the last five years, to the best knowledge of King and
Purchaser, none of the persons listed on Schedule I to the
Offer to Purchase (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to any judicial or
administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a
judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, Federal or
state securities laws, or a finding of violations of such laws.
The information set forth in the section of the Offer to
Purchase entitled “Certain Information Concerning King and
Purchaser” is incorporated herein by reference.
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ITEM 4.
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TERMS
OF THE TRANSACTION.
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The information set forth in the Offer to Purchase is
incorporated herein by reference.
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ITEM 5.
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PAST
CONTACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS.
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Except as described in the Offer to Purchase, during the past
two years there have not been any negotiations, transactions or
material contacts between Purchaser, King or any of King’s
other subsidiaries or, to the best knowledge of King and
Purchaser, any of the persons listed in Schedule I to the
Offer to Purchase, on the one hand, and Alpharma or any of its
directors, executive officers or affiliates, on the other hand,
that are required to be disclosed pursuant to this item. The
information set forth in the section of the Offer to Purchase
entitled “Background of the Offer” is incorporated
herein by reference.
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ITEM 6.
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PURPOSE
OF THE TRANSACTION AND PLANS OR PROPOSALS.
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The information set forth in the sections of the Offer to
Purchase entitled “Summary Term Sheet” and
“Purpose of the Offer and the Proposed Merger; the Rights
Condition; Appraisal Rights; ‘Going-Private’
Transactions” is incorporated herein by reference.
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ITEM 7.
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SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The information set forth in the section of the Offer to
Purchase entitled “Source and Amount of Funds” is
incorporated herein by reference.
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ITEM 8.
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INTEREST
IN SECURITIES OF THE SUBJECT COMPANY.
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Except as described in the Offer to Purchase, none of King or
Purchaser or, to the best knowledge of King and Purchaser, any
of the persons listed in Schedule I to the Offer to
Purchase, or any associate or majority-owned subsidiary of King
or Purchaser or any of the persons listed in Schedule I to
the Offer to Purchase, beneficially owns any equity security of
Alpharma; and except as described in the Offer to Purchase, none
of King or Purchaser or, to the best knowledge of King and
Purchaser, any associate or majority-owned subsidiary of King
and Purchaser, has effected any transaction in any equity
security of Alpharma during the past 60 days. The
information set forth in the sections of the Offer to Purchase
entitled “Certain Information Concerning King and
Purchaser” and “Background of the Offer” is
incorporated herein by reference.
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ITEM 9.
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PERSONS/ASSETS,
RETAINED, EMPLOYED, COMPENSATED OR USED.
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The information set forth in the section of the Offer to
Purchase entitled “Certain Fees and Expenses” is
incorporated herein by reference.
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ITEM 10.
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FINANCIAL
STATEMENTS.
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Not applicable.
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ITEM 11.
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ADDITIONAL
INFORMATION.
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(a)(1) Not applicable.
(a)(2) The information set forth in the section of the
Offer to Purchase entitled “Certain Legal Matters;
Antitrust; Other Foreign Approvals; State Takeover
Statutes” is incorporated herein by reference.
(a)(3) The information set forth in the section of the
Offer to Purchase entitled “Certain Legal Matters;
Antitrust; Other Foreign Approvals; State Takeover
Statutes” is incorporated herein by reference.
(a)(4) The information set forth in the section of the
Offer to Purchase entitled “Effect of the Offer on the
Market for the Shares; NYSE Listing; Exchange Act Registration;
Margin Regulations” is incorporated herein by reference.
(a)(5) The information set forth in the section of the
Offer to Purchase entitled “Certain Legal Matters;
Antitrust; Other Foreign Approvals; State Takeover
Statutes” is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase is
incorporated herein by reference.
4
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(a)(1)(A)
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Offer to Purchase, dated September 12, 2008.
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(a)(1)(B)
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Letter of Transmittal.
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
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(a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9.
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(a)(1)(G)
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Summary Advertisement published on September 12, 2008.
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(a)(5)(A)
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Press release issued by King Pharmaceuticals, Inc., dated
September 12, 2008, announcing the commencement of the Offer.
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(a)(5)(B)
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Complaint by King Pharmaceuticals, Inc. against Alpharma Inc.
and its directors, filed in the Court of Chancery of the State
of Delaware on September 12, 2008.
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(b)(1)
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Commitment Letter, dated as of September 11, 2008, among
King Pharmaceuticals, Inc., Credit Suisse, Credit Suisse
Securities (USA) LLC, Wachovia Bank, National Association and
Wachovia Capital Markets, LLC.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
hereby certify as of September 12, 2008 that the
information set forth in this statement is true, complete and
correct.
ALBERT ACQUISITION CORP.
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By:
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/s/ Brian
A. Markison
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Name: Brian A. Markison
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Title:
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Chairman, President and Chief Executive Officer
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KING PHARMACEUTICALS, INC.
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By:
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/s/ Brian
A. Markison
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Name: Brian A. Markison
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Title:
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Chairman, President and Chief Executive Officer
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6
EXHIBIT INDEX
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Exhibit
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No.
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Description
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(a)(1)(A)
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Offer to Purchase, dated September 12, 2008.
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(a)(1)(B)
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Letter of Transmittal.
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(a)(1)(C)
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Notice of Guaranteed Delivery.
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(a)(1)(D)
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Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees.
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
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(a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number
on Substitute
Form W-9.
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(a)(1)(G)
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Summary Advertisement published on September 12, 2008.
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(a)(5)(A)
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Press release issued by King Pharmaceuticals, Inc., dated
September 12, 2008, announcing the commencement of the
Offer.
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(a)(5)(B)
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Complaint by King Pharmaceuticals, Inc. against Alpharma Inc.
and its directors, filed in the Court of Chancery of the State
of Delaware on September 12, 2008.
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(b)(1)
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Commitment Letter, dated as of September 11, 2008, among King
Pharmaceuticals, Inc., Credit Suisse, Credit Suisse Securities
(USA) LLC, Wachovia Bank, National Association and Wachovia
Capital Markets, LLC.
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(c)
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Not applicable.
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(d)
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Not applicable.
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(e)
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Not applicable.
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(f)
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Not applicable.
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(g)
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Not applicable.
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(h)
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Not applicable.
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7