King Pharmaceuticals, Inc. has submitted to the board of directors of Alpharma Inc. a proposal to acquire all of the outstanding shares of common stock of Alpharma for $33.00 per share in cash. The proposal is not conditioned on financing. King's all-cash proposal represents a 37 per cent premium over the closing price of Alpharma common stock on August 21, 2008, the last trading day prior to public disclosure of King's proposal, a 49 per cent premium over the closing price of Alpharma common stock on August 4, 2008, the date of King's initial written offer to Alpharma, and a premium in excess of approximately 38 per cent over Alpharma's average closing price during the one, three and twelve-month periods ended August 21, 2008. The proposed price implies a total equity value of approximately $1.4 billion for 100 per cent of the fully diluted share capital and an enterprise value of approximately $1.2 billion.
"We believe this compelling combination would create a strong platform for sustainable long-term growth to better address the changing healthcare industry and provide meaningful, cost-effective medicines that improve the quality of life for patients," said Brian A. Markison, chairman, president and chief executive officer of King. "The transaction would create a diversified specialty pharmaceutical company with greater commercialization capabilities, an expanded portfolio of pain management products and a strengthened pipeline which would include multiple platform technologies."
Markison continued, "Our $33.00 per share all-cash proposal provides Alpharma stockholders with a substantial cash premium for their investment in the company. We are confident that this combination would deliver significant benefits and superior value to our respective stockholders and employees and create a stronger platform to deliver innovation to patients, prescribers and customers. Importantly, it would also further diversify King's business with an additional source of steady cash flow from Alpharma's Animal Health division, a leading feed additives business. In addition, a combination with Alpharma would deliver significant synergies."
"We believe our all-cash proposal is too compelling to ignore. In light of the fact that the Alpharma board declined this proposal, we think it is important for the stockholders of both companies to be aware of this exciting opportunity. It remains our strong preference to work cooperatively with Alpharma regarding this proposal," Markison added.
King's proposal is subject to the negotiation of a mutually acceptable merger agreement, the completion of certain limited and confirmatory due diligence, and the satisfaction of other customary conditions. King believes this proposed combination could receive all necessary regulatory approvals and be completed by the end of 2008.
Credit Suisse and Wachovia Securities are acting as financial advisors to King and Dewey & LeBoeuf LLP is acting as legal counsel.