King Pharmaceuticals acquires Alpharma for $37 per share

By Lisa Kerner

Charlotte, N.C., Dec. 30 - King Pharmaceuticals, Inc.'s subsidiary, Albert Acquisition Corp., completed its tender offer for all outstanding shares of Alpharma Inc.'s class A common stock on Dec. 29.

The closing of the merger comes on the heels of Gamco Asset Management Inc.'s announcement that it is rescinding its shareholder proposal seeking the elimination of Alpharma's poison pill and its plan to possibly recommend nominees for election to the company's board of directors due to the acquisition of Alpharma by King.

The investor beneficially owns 4,242,998 shares, or 10.13%, of the Bridgewater, N.J.-based specialty pharmaceutical and animal health company, according to a schedule 13D/A filed with the Securities and Exchange Commission.

King, a Bristol, Tenn., pharmaceutical company, announced in November that it agreed to acquire Alpharma for $37 per share in cash for a total equity value of about $1.6 billion.

A total of 35,252,205 shares representing about 84% of Alpharma's class A common stock were validly tendered and not withdrawn in the offer, according to a King news release.

The total does not include 4,647,181 shares subject to guarantees of delivery.

Albert Acquisition exercised its top-up option under the merger agreement with Alpharma to acquire additional shares of Alpharma class A common stock, King said.

King then effected a short-form merger of Albert Acquisition with and into Alpharma, making Alpharma a wholly owned King subsidiary.

"The successful completion of this transaction significantly expands our portfolio and development pipeline of pain management products, enhancing our expertise and leadership position in this important market," King chairman, president and chief executive officer Brian Markison said in the release.

In connection with the merger and its provisional acceptance by the Federal Trade Commission, King said it completed the divestiture of assets comprising the Alpharma product Kadian to Actavis Elizabeth, LLC.

King will receive future quarterly payments of up to $127.5 million in cash from Actavis. The payments will be based on gross profit-related milestones for the period beginning Jan. 1 and ending June 30, 2010.

Credit Suisse and Wachovia Securities advised King. Alpharma was advised by Banc of America Securities LLC.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.