UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Filed by the Registrant o
Filed by a Party other than the Registrant x
Check the appropriate box:
| o Preliminary Proxy Statement |
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| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
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| o Definitive Proxy Statement | ||||
| o Definitive Additional Materials | ||||
| x 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 the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: N/A |
| (2) | Aggregate number of securities to which transaction applies: N/A |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): N/A |
| (4) | Proposed maximum aggregate value of transaction: N/A |
| (5) | Total fee paid: N/A |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: N/A |
| (2) | Form, Schedule or Registration Statement No.: N/A |
| (3) | Filing Party: N/A |
| (4) | Date Filed: N/A |
Following
is the text of a press release issued by King Pharmaceuticals, Inc. on August
22, 2008:
FOR IMMEDIATE RELEASE
KING PHARMACEUTICALS PROVIDES UPDATED REPLAY INFORMATION FOR
CONFERENCE CALL REGARDING PROPOSED ACQUISITION OF ALPHARMA
CONFERENCE CALL REGARDING PROPOSED ACQUISITION OF ALPHARMA
BRISTOL, TENNESSEE — August 22, 2008 — King Pharmaceuticals, Inc. (NYSE: KG) today held a
conference call at 10:00 AM ET to discuss its proposal to acquire Alpharma Inc. (NYSE: ALO) for
$33.00 per share in cash.
Playback of the conference call and the webcast will be available for replay through the close of
business on August 29, 2008. The replay can be accessed by dialing 888-346-3949 or 404-260-5385
(toll/international), conference number: 20080818183818, PIN: 182778123. Accompanying slides and
the conference call webcast will also be available at http://www.Kingpharm.com/web_casts.asp.
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 Company’s
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 for purposes of the Private Securities
Litigation Reform Act of 1995 (the “Act”). King Pharmaceuticals, Inc. (“King”) disclaims any
intent or obligation to update these forward- looking statements, and claims the protection of the
Safe Harbor for forward- looking statements contained in the Act. 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 management’s current expectations, but actual results may differ materially due to various
factors such as King’s ability to achieve the synergies and value creation contemplated by the
proposed transaction; King’s 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 King’s 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 King’s 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 King’s accelerated strategic shift;
anticipated developments and expansions of King’s business; plans for the manufacture of some of
King’s 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; King’s 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 King’s financial
condition and liquidity as well as future cash flows and earnings; expectations regarding the
ability to liquidate King’s 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 King’s
business, investors should consult King’s most recent Annual Report on Form 10-K for the year ended
December 31, 2007 and King’s quarterly reports on Form 10-Q and other documents filed by King with
the U.S. Securities and Exchange Commission (“SEC”).
Important Additional Information
This press release is not a substitute for any disclosure documents, including any proxy statement,
King may file with the SEC and send to Alpharma stockholders in connection with any business
combination transaction with Alpharma or any solicitation of the stockholders of Alpharma.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ANY SUCH DISCLOSURE DOCUMENTS FILED WITH THE SEC
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 CAN ALSO BE OBTAINED BY DIRECTING A
REQUEST TO KING’S PROXY SOLICITOR, INNISFREE M&A INCORPORATED AT (877) 687-1875.
King and certain of its 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 is the
beneficial owner of 10 shares of Alpharma Class A Common Stock. INFORMATION REGARDING KING’S
DIRECTORS AND EXECUTIVE OFFICERS IS AVAILABLE IN ITS ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2007, WHICH WAS FILED WITH THE SEC ON FEBRUARY 29, 2008, AND ITS PROXY STATEMENT FOR
ITS 2008 ANNUAL MEETING OF STOCKHOLDERS, WHICH WAS FILED WITH THE SEC ON APRIL 15, 2008. OTHER
INFORMATION REGARDING THE PARTICIPANTS IN A PROXY SOLICITATION AND A DESCRIPTION OF THEIR DIRECT
AND INDIRECT INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, WILL BE CONTAINED IN THE DISCLOSURE
DOCUMENTS, INCLUDING ANY PROXY STATEMENT, TO BE FILED BY KING WITH THE SEC WHEN THEY BECOME AVAILABLE.
EXECUTIVE OFFICES
KING PHARMACEUTICALS, INC.
501 FIFTH STREET, BRISTOL, TENNESSEE 37620
501 FIFTH STREET, BRISTOL, TENNESSEE 37620