Pfizer Inc. announced the commencement of a tender offer by its wholly-owned subsidiary, Parker Tennessee Corp., for all outstanding shares of common stock of King Pharmaceuticals, Inc for US$ 14.25 per share, net to the seller in cash, without interest thereon and subject to any required withholding taxes. The tender offer is being made pursuant to an Offer to Purchase, dated October 22, 2010, and in connection with the previously announced Agreement and Plan of Merger, dated October 11, 2010, by and among Pfizer, Parker Tennessee Corp. and King.
Pfizer and Parker Tennessee Corp. will file with the US Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule TO, containing the Offer to Purchase, form of Letter of Transmittal and related tender offer documents, which set forth in detail the terms and conditions of the tender offer. King will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the unanimous recommendation of King's Board of Directors that King's shareholders accept the tender offer, tender their shares pursuant to the tender offer and, if required by applicable law, approve the Agreement and Plan of Merger and the transactions contemplated thereby. These documents will be mailed to all King shareholders of record.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, on Friday, November 19, 2010, unless the tender offer is extended. Following the completion of the tender offer and, if required, receipt of approval by King's shareholders, Pfizer expects to consummate a merger of Parker Tennessee Corp. and King in which any shares of King not tendered in the tender offer will be cancelled in exchange for the right to receive the same cash price per share being paid in the tender offer. The tender offer and merger are subject to customary closing conditions, including the acquisition by Pfizer of more than 50 per cent of King's outstanding shares in the tender offer on a fully diluted basis and the expiration or earlier termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable foreign antitrust or competition laws. Pfizer and King are targeting a late fourth-quarter 2010 or first-quarter 2011 closing assuming execution of the tender process and receipt of the appropriate regulatory clearances.