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Alpharma Board of Directors Unanimously Rejects King Pharmaceuticals' Unsolicited Tender Offer as "Financially Inadequate"

Business Wire, Sept 26, 2008

Advises Shareholders Not to Tender Shares as Alpharma Has "Received Expressions of Interest from Multiple Parties" in Pursuing a Transaction

Process to Explore Strategic Alternatives Continues with Goal of a Transaction at a Price In Excess of $37.00 Per Share

King Continues to Be Invited to Participate in Auction Process

BRIDGEWATER, N.J. -- The Board of Directors of Alpharma Inc. (NYSE: ALO), a global specialty pharmaceutical company, today filed with the Securities and Exchange Commission a Solicitation/Recommendation Statement on Schedule 14D-9 and sent a letter to shareholders in which the Alpharma Board unanimously rejected King Pharmaceuticals, Inc.'s (NYSE: KG) unsolicited tender offer to acquire all of the outstanding shares of Alpharma for $37.00 per share as financially inadequate and not in the best interests of shareholders.

The Company urged shareholders not to tender shares pursuant to King's offer while Alpharma continues to pursue its previously announced process to explore all strategic alternatives to maximize shareholder value, including a possible sale of the Company to King or to another party for a price in excess of $37.00 per share.

Dean Mitchell, President and Chief Executive Officer, said: "We believe other offers or alternatives to the King offer may emerge from this process that will provide shareholders with greater value than $37.00 per share. Indeed, we have received expressions of interest from multiple parties who contacted us following King's public disclosure of its proposal or who our financial advisors solicited at our request. We have entered into confidentiality agreements with a number of these parties who have now begun their due diligence review, and have already received a written preliminary indication of interest for a business combination from a party that includes a per share price in excess of the King offer of $37.00 per share."

The letter also said that Alpharma invited King to participate in the auction process and assured King that it would be treated equally with other participants.

No assurance can be given, however, that a transaction will be announced or consummated by Alpharma or whether such process will ultimately yield a transaction with a per share price in excess of $37.00.

The full text of the shareholder letter follows.

ALPHARMA INC.

September 26, 2008

Dear Fellow Shareholders:

As most of you are aware, on September 12, 2008, King Pharmaceuticals, Inc. ("King"), through its wholly-owned subsidiary, Albert Acquisition Corp. ("Purchaser" and together with King, the "King Group"), launched an unsolicited tender offer for all issued and outstanding shares of Alpharma's Class A Common Stock for $37.00 in cash, subject to a number of terms and conditions contained in the King Group's tender offer documents (the "King Offer"). After careful consideration, including a thorough review of the King Offer with independent legal and financial advisors, as well as members of our management, your Board of Directors has unanimously determined that the King Offer is financially inadequate and not in the best interest of Alpharma's shareholders.

Accordingly, your Board of Directors unanimously recommends that you reject the King Offer and not tender your shares to the King Group.

Key reasons for the Board's conclusions include:

* First, your Board believes that, in order to protect and maximize value for all shareholders of Alpharma, it is in your best interest and the best interest of the Company for Alpharma to continue to pursue its previously announced process to explore all strategic alternatives available to Alpharma, including a potential sale of the Company for a per share purchase price in excess of $37.00. Should the King Group choose to participate in this process - now a formal auction process, they would be treated equally with the other participants.

* Second, we believe other offers or alternatives to the King Offer may emerge from this auction process that will provide shareholders with greater value than $37.00 per share. Indeed, we have received expressions of interest from multiple parties who contacted us following King's public disclosure of its proposal or who our financial advisors solicited at our request. We have entered into confidentiality agreements with a number of these parties who have now begun their due diligence review, and have already received a written preliminary indication of interest for a business combination from a party that includes a per share price in excess of the King Offer of $37.00 per share. No assurance can be given, however, that a transaction will be announced or consummated by the Company or if such process will ultimately yield a transaction with a per share price in excess of $37.00.

* Third, we believe that the interests of the shareholders will be best served by the Company's incumbent Board of Directors, together with assistance from its legal and financial advisors, actively managing an auction process and the Company's exploration of all strategic alternatives to maximize value, including the possible sale of the Company to King or to another company on a negotiated basis at a price in excess of King's $37.00 per share offer.

 

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