NEW YORK, Dec. 15, 2010 /PRNewswire-FirstCall/ -- Pfizer
Inc. (NYSE: PFE) today announced that its wholly-owned subsidiary,
Parker Tennessee Corp., has extended the expiration date of its
tender offer for all outstanding shares of common stock of King
Pharmaceuticals, Inc. (NYSE: 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 12:00
midnight, New York City time on
Friday, January 21, 2011 (which is
the end of the day on January 21,
2011), unless further extended. The tender offer was
previously scheduled to expire at 12:00 midnight, New York City time, on Friday, December 17, 2010. All other terms
and conditions of the tender offer remain unchanged.
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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 and applicable foreign antitrust
or competition laws. Pfizer and King are now targeting a
first-quarter 2011 completion of the tender offer, assuming
satisfaction of the conditions to the tender offer, including
receipt of the appropriate regulatory clearances.
American Stock Transfer & Trust Company, LLC, the depositary
for the tender offer, has indicated that, as of the close of
business on December 14, 2010,
approximately 116,531,910 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validly tendered and not withdrawn pursuant to the tender offer,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 www.pfizer.com and the website
maintained by the SEC at www.sec.gov. 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™
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 www.pfizer.com.
Additional Information
This press release is neither an offer to purchase nor a
solicitation of an offer to sell securities. The tender offer
is being made pursuant to a Tender Offer Statement on Schedule TO,
containing an offer to purchase, form of letter of transmittal and
related tender offer documents, that was filed by Pfizer and Parker
Tennessee Corp. with the SEC on October 22,
2010, as amended. In addition, King filed a
Solicitation/Recommendation Statement on Schedule 14D-9 relating to
the tender offer with the SEC on October 22,
2010, as amended. Shareholders are strongly advised to
read carefully these documents, as they may be amended or
supplemented from time to time, because they contain important
information that shareholders should consider before any decision
is made with respect to the tender offer.
The Tender Offer Statement on Schedule TO and related materials
may be obtained at no charge by directing a request by mail to the
Information Agent, Morrow & Co., LLC, 470 West Avenue,
Stamford, CT 06902, or by calling
toll-free at (800) 607-0088 or (203) 658-9400, and may also be
obtained at no charge at www.pfizer.com and the website maintained
by the SEC at www.sec.gov. Additionally, any questions
related to the tender offer may be directed to Morrow & Co.,
LLC at the mailing address or telephone numbers provided above.
DISCLOSURE NOTICE: This release contains "forward-looking
statements" related to the acquisition of King by Pfizer that are
not historical facts. Pfizer has identified some of these
forward-looking statements with words like "believe," "may,"
"could," "would," "might," "possible," "will," "should," "expect,"
"intend," "plan," "anticipate," or "continue," the negative of
these words, other terms of similar meaning or the use of future
dates. Forward-looking statements in this release include, without
limitation, statements regarding the expected timing of the
completion of the tender offer for King by Pfizer. Investors
and security holders are cautioned not to place undue reliance on
these forward-looking statements. Actual results could differ
materially from those currently anticipated due to a number of
risks and uncertainties.
Risks and uncertainties related to the acquisition of King by
Pfizer that could cause results to differ from expectations
include: uncertainties as to the timing of the transaction;
uncertainties as to how many of King's shareholders will tender
their shares in the offer; the risk that competing offers will be
made; the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; and the risk of
shareholder litigation, including the disposition of currently
pending litigation, in connection with the transaction.
Pfizer undertakes no obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law. All forward-looking
statements in this announcement are qualified in their entirety by
this cautionary statement.
SOURCE Pfizer Inc.