King Pharmaceuticals, a vertically integrated pharmaceutical company, has announced the successful completion of the tender offer by its wholly-owned subsidiary, Albert Acquisition, for all outstanding shares of class A common stock of Alpharma, a specialty pharmaceutical company, for $37 per share in cash. The tender offer expired on December 29, 2008.
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As of the expiration of the tender offer, approximately 35.25m shares of class A common stock of Alpharma, were validly tendered and not withdrawn pursuant to the tender offer. This represents approximately 84% of all outstanding shares of Alpharma class A common stock. All validly tendered shares have been accepted for payment in accordance with the terms of the tender offer, and the consideration for all such shares either has been paid or will promptly be paid.
King has also announced that Albert Acquisition exercised its top-up option under the merger agreement with Alpharma to acquire additional shares of Alpharma class A common stock and that following this issuance, King has effected a short-form merger of Albert Acquisition with and into Alpharma, as a result of which Alpharma has become a wholly-owned subsidiary of King and the shares of Alpharma class A common stock no longer trade on the New York stock exchange.
Also, as a result of this merger, all outstanding shares of Alpharma class A common stock not purchased by Albert Acquisition in the tender offer have been cancelled and converted into the right to receive the same $37 per share in cash, without interest and less any required withholding taxes, to be paid in the tender offer.
King also entered into an asset purchase agreement with Actavis Elizabeth to divest assets comprising the Alpharma product Kadian to Actavis contemporaneous with the closing of the Alpharma acquisition. King has consummated this divestiture to Actavis.
Under the terms of the agreement with Actavis, King will receive from Actavis future quarterly payments of up to an aggregate of $127.5m in cash based on the achievement of certain Kadian quarterly gross profit related milestones for the period beginning January 1, 2009 and ending June 30, 2010.
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