King Pharmaceuticals Acquires Alpharma

US - King Pharmaceuticals, Inc. and Alpharma Inc. announced on 24 November that the two companies have signed a definitive merger agreement.
calendar icon 25 November 2008
clock icon 4 minute read

The agreement sees King acquiring all of the outstanding shares of Class A Common Stock of Alpharma for $37.00 per share in cash for a total equity value of approximately $1.6 billion. The Boards of Directors of both companies have unanimously approved the transaction.

"Merger will create a leading specialty pharmaceutical company with greater commercialisation capabilities, expanded portfolio of pain management products and a strengthened pipeline"

Under the terms of the merger agreement, King's tender offer for all of the outstanding shares of Class A Common Stock of Alpharma, which was scheduled to expire at 5:00 p.m., New York City time, on Friday, November 21, 2008, will be extended and will remain open through 5:00 p.m., New York City time, on Friday, December 19, 2008, unless further extended in accordance with the merger agreement. The terms and conditions of King’s amended offer will be described in amended offer documents, which will be filed with the Securities and Exchange Commission ('SEC') and mailed to Alpharma stockholders. Alpharma’s Board recommends that Alpharma stockholders tender their shares into King’s amended offer.

As of the close of business on November 21, 2008, by King's estimate, approximately 30,713,179 shares of Class A Common Stock of Alpharma (including approximately 1,963,583 shares subject to guarantees of delivery), representing approximately 73% of all outstanding shares, were validly tendered and not withdrawn pursuant to the tender offer.

"We are excited about the combination of King and Alpharma, which will create a leading specialty pharmaceutical company with greater scale and capabilities," stated Brian A. Markison, Chairman, President and Chief Executive Officer of King.

"Together, we will be better positioned to deliver superior value to our stockholders and significant benefits to employees of both companies. In addition, the transaction will create a stronger platform to deliver innovation to our customers. King and Alpharma are highly complementary and we look forward to even greater success as a combined company."

"The transformation of Alpharma over the past two years has created tremendous shareholder value, and we have consistently said that we will act in the best interest of shareholders," commented Dean Mitchell, Alpharma's President and Chief Executive Officer. "Therefore, after careful evaluation, our Board determined that a combination with King is in the best interest of our shareholders and provides them immediate access to this value. We believe the combined company has a compelling strategic logic and will create a strong company for both shareholders and employees. We look forward to working with King’s team to integrate our companies."

King noted that Alpharma's Animal Health division will increase the diversification of King's business and is expected to provide steady cash flow to fuel future strategic initiatives, much like its Meridian auto-injector franchise. Additionally, King believes the strong commercialization capabilities that this combination provides will enhance the anticipated launches of Remoxy® (long-acting oral oxycodone) and EmbedaTM (morphine sulfate extended-release with sequestered naltrexone hydrochloride), both of which are designed to resist or deter common methods of opioid misuse and abuse. Commercialization of these products, together with other new medicines expected to emerge from the pipeline, will further advance King's ability to deliver outstanding stockholder value.

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.

About Alpharma

Alpharma Inc. (NYSE: ALO - News) is a global specialty pharmaceutical company with leadership positions in products for humans and animals. Alpharma is presently active in more than 80 countries. Alpharma has a growing branded pharmaceutical franchise in the US Alpharma is also internationally recognized as a leading provider of pharmaceutical products for poultry and livestock.

Further Reading

- You can view the full press release by clicking here.
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