DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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þ Soliciting Material Pursuant to § 240.14a-12
ALPHARMA INC.
(Name of Registrant as Specified in its Charter)
KING PHARMACEUTICALS, INC.
ALBERT ACQUISITION CORP.
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Following is a copy of a press release issued by King Pharmaceuticals, Inc. on October 13, 2008:
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P R E S S R E L E A S E
Contacts:
James E. Green
Executive Vice President, Corporate Affairs
423-989-8125
or
Dan Katcher / Andrew Siegel
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 |
FOR IMMEDIATE RELEASE
KING PHARMACEUTICALS EXTENDS TENDER OFFER
TO ACQUIRE ALPHARMA
BRISTOL, TENNESSEE October 13, 2008 King Pharmaceuticals, Inc. (NYSE: KG) today announced
that it is extending its previously announced tender offer for all outstanding shares of Class A
Common Stock of Alpharma Inc. (NYSE: ALO) until 5:00 pm, New York City time, on November 21, 2008,
unless the offer is further extended. The tender offer was originally scheduled to expire at 5:00
pm, New York City time, on Friday, October 10, 2008. All other terms and conditions of the tender
offer remain unchanged.
As of the close of business on October 10, 2008, approximately 18.8 million shares of Class A
Common Stock of Alpharma (including approximately 3.4 million shares subject to guarantees of
delivery), representing approximately 45% of all outstanding shares, were validly tendered and not
withdrawn pursuant to the tender offer.
On September 12, 2008, King Pharmaceuticals announced that it commenced a tender offer to acquire
all the outstanding shares of Class A 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. 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.
Credit Suisse and Wachovia Securities are acting as financial advisors, and Dewey & LeBoeuf LLP is
acting as legal counsel, to King. 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
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 Alpharmas 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 now scheduled to expire at 5:00
pm New York City
time, on Friday, November 21, 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
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