Pfizer Extends Tender Offer to Acquire King Pharmaceuticals, Inc. to January 28, 2011
Last update: 1/21/2011 8:15:00 AM
NEW YORK, Jan 21, 2011 (BUSINESS WIRE) -- Pfizer Inc. (PFE) today announced that its wholly-owned subsidiary, Parker Tennessee Corp. (Parker), has extended the expiration date of its tender offer for all outstanding shares of common stock of King Pharmaceuticals, Inc. (KG) for $14.25 per share, net to the seller in cash, without interest thereon and subject to any required withholding taxes. The tender offer is now scheduled to expire at 5:00 p.m., New York City time on Friday, January 28, 2011, unless further extended. The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, January 21, 2011.
The tender offer is being extended because certain conditions to the tender offer will not be satisfied as of the previously scheduled expiration date, including the expiration or earlier termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Pfizer and King expect that all of the conditions to the tender offer will be satisfied on or before 5:00 p.m., New York City time on Friday, January 28, 2011.
If and when all of the conditions to the tender offer are satisfied, Parker intends to complete the tender offer by promptly accepting for payment all King shares validly tendered and not validly withdrawn in the tender offer. Following completion of the tender offer, Pfizer and Parker intend to complete the acquisition of King through a merger under Tennessee law.
King shareholders who do not tender their shares of King common stock in the tender offer will not receive payment for their shares until the completion of the merger, which will not occur for at least one month following the completion of the tender offer. The terms of the tender offer have also been amended to eliminate the ability of King shareholders to tender their shares through a guaranteed delivery process from and after 5:00 p.m., New York City time, today.
Therefore, King shareholders who wish to tender their shares must (i) make their certificates available to the depositary on or before the new expiration time of the offer or comply with the procedures for book--entry transfer on a timely basis, as applicable; and (ii) deliver any other required documents to the depositary on or before the new expiration time of the offer.
All other terms and conditions of the tender offer remain unchanged. American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of the close of business on January 20, 2011, approximately 115,330,275 shares of King's common stock had been validly tendered and not withdrawn pursuant to the tender offer, representing approximately 46.6% of the outstanding shares of King common stock. The Depositary for the tender offer is American Stock Transfer & Trust Company, LLC, Operations Center, Attn: Reorganization Department, P.O. Box 2042, New York, New York 10272-2042. The Dealer Manager for the tender offer is J.P. Morgan Securities LLC, 383 Madison Ave, 5th Floor, New York, NY 10179. The Information Agent for the tender offer is Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902. The tender offer materials may be obtained at no charge by directing a request by mail to Morrow & Co., LLC or by calling toll-free at (800) 607-0088 or (203) 658-9400, and may also be obtained at no charge at and the website maintained by the SEC at . Additionally, any questions related to the tender offer may be directed to Morrow & Co., LLC at the mailing address or telephone numbers provided above. Pfizer Inc.: Working together for a healthier world(TM) At Pfizer, we apply science and our global resources to improve health and well-being at every stage of life. We strive to set the standard for quality, safety and value in the discovery, development and manufacturing of medicines for people and animals. Our diversified global health care portfolio includes human and animal biologic and small molecule medicines and vaccines, as well as nutritional products and many of the world's best-known consumer products. Every day, Pfizer colleagues work across developed and emerging markets to advance wellness, prevention, treatments and cures that challenge the most feared diseases of our time. Consistent with our responsibility as the world's leading biopharmaceutical company, we also collaborate with health care providers, governments and local communities to support and expand access to reliable, affordable health care around the world. For more than 150 years, Pfizer has worked to make a difference for all who rely on us. To learn more about our commitments, please visit us at .