BRISTOL, Tenn., April 28 /PRNewswire-FirstCall/ -- King
Pharmaceuticals, Inc. (NYSE: KG) announced today that it has launched a
tender offer for its 2-3/4% Convertible Debentures due November 15, 2021
(CUSIP Numbers 495582AG3 (registered) and 495582AF5 (restricted)) (the
"Debentures"). King is offering to purchase any and all outstanding
Debentures at a purchase price of $996.25 per $1,000 of principal amount of
the Debentures, plus accrued and unpaid interest to, but excluding, the
date the Debentures are purchased by King, payable in cash. As of April 27,
2006, Debentures in the aggregate principal amount of $180.0 million were
outstanding, all held by third parties unaffiliated with King.
The tender offer is being made on the terms and conditions in the Offer
to Purchase dated April 28, 2006, and related Letter of Transmittal. The
tender offer will expire at 12:01 a.m., New York City time, on May 26,
2006, unless King chooses to extend or terminate the tender offer. Payments
of the tender consideration for Debentures validly tendered and not
withdrawn prior to the expiration date and accepted for purchase will be
made promptly after the expiration date. The tender offer is not subject to
any financing condition. King is making the tender offer in order to reduce
its indebtedness and interest expense and reduce the potential dilution to
earnings per share caused by the conversion feature of the Debentures.
Citigroup Corporate and Investment Banking will act as Dealer Manager
for the tender offer. Questions regarding the tender offer may be directed
to Citigroup at (877) 531-8365 (toll free). Georgeson Shareholder
Communications, Inc. will act as the Information Agent for the tender
offer. Holders of the Debentures can obtain more information regarding the
tender offer and receive additional copies of documents related to the
tender offer by contacting Georgeson Shareholder Communications, Inc. at
(800) 866-1394 (toll free) or (212) 440-9800.
Neither King, the Dealer Manager nor the Information Agent is making
any recommendation as to whether or not Debentures should be tendered
pursuant to the tender offer. Holders should determine whether or not to
tender their Debentures pursuant to the tender offer based upon, among
other things, their own assessment of the current market value of the
Debentures, as well as their liquidity needs and investment objectives.
This news release is merely a notification of the tender offer and is
neither an offer to sell nor a solicitation of an offer to buy any
securities. The tender offer is being made only through the Offer to
Purchase and related materials. Holders of the Debentures should read
carefully the Tender Offer Statement on Schedule TO, the Offer to Purchase,
the Letter of Transmittal and other tender offer documents that King will
file today with the U.S. Securities and Exchange Commission (the "SEC") and
related materials because they contain important information. King intends
to mail a copy of the Offer to Purchase to each holder of the Debentures.
In addition, holders of Debentures and investors may obtain a free copy of
the applicable Tender Offer Statement on Schedule TO, the Offer to Purchase
and other documents that King will file today with the SEC relating to the
tender offer for the Debentures at the SEC's web site at http://www.sec.gov. These
materials contain important information and holders of the Debentures are
urged to read them carefully prior to making any decision with respect to
the tender offer.
Forward-looking Statements
This news release contains forward-looking statements which reflect
management's current views of future events and operations, including, but
not limited to, statements pertaining to King's plan to pay the tender
consideration for Debentures validly tendered and not withdrawn. These
forward-looking statements involve certain significant risks and
uncertainties, and actual results may differ materially from the forward-
looking statements. Some important factors which may cause actual results
to differ materially from the forward-looking statements include:
dependence on the willingness of the holders of outstanding Debentures to
tender such Debentures to King pursuant to the tender offer; and dependence
on King's ability to conduct and consummate the tender offer as expected.
Other important factors that may cause actual results to differ materially
from the forward-looking statements are discussed in the "Risk Factors"
section and other sections of King's Form 10-K for the year ended December
31, 2005, which is on file with the U.S. Securities and Exchange
Commission. King does not undertake to publicly update or revise any of its
forward-looking statements even if experience or future changes show that
the indicated results or events will not be realized.
SOURCE King Pharmaceuticals, Inc.
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Related links:
http://www.kingpharm.com/
http://www.prnewswire.com/comp/120319.html/
CONTACT:
James E. Green, Executive Vice President,
Corporate Affairs, +1-423-989-8125, or David E. Robinson, Senior
Director, Corporate Affairs, +1-423-989-7045, both of King
Pharmaceuticals, Inc.
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