King Pharmaceuticals makes public its $33-per-share offer for Alpharma

By Lisa Kerner

Charlotte, N.C., Aug. 22 - King Pharmaceuticals, Inc. said Alpharma Inc.'s board of directors rejected King's proposal to acquire the company for $33 per share.

As a result, King made the offer public so that stockholders of both companies could be aware of what King called an "exciting opportunity."

The all-cash proposal is a 37% premium over the closing price of Alpharma common stock on Aug. 21, a King news release said.

According to King, the proposed price implies a total equity value of approximately $1.4 billion for 100% of the fully diluted share capital and an enterprise value of approximately $1.2 billion.

"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," King president and chief executive officer Brian A. Markison stated in the release.

While the proposal is subject to the negotiation of a mutually acceptable merger agreement, the completion of due diligence and the satisfaction of other customary conditions, King believes the merger could be completed by the end of 2008.

King's latest proposal was identical in all material respects to two prior proposals it made privately to Alpharma, Alpharma said, noting that King declined to enter into a customary confidentiality agreement.

Alpharma said in a statement released on Friday that it is "willing to entertain a proposal" that "more appropriately values the company."

Credit Suisse and Wachovia Securities are advising King, a Bristol, Tenn., integrated branded pharmaceutical company.

Alpharma is a Bridgewater, N.J.-based specialty pharmaceutical and animal health company.

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