Pfizer Inc. today announced that its wholly-owned subsidiary, Parker Tennessee Corp. (Parker), has extended the expiration date of its tender offer for all outstanding shares of common stock of King Pharmaceuticals, Inc. 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 5:00 p.m., New York City time on Friday, January 28, 2011, unless further extended. The tender offer was previously scheduled to expire at 12:00 midnight, New York City time, on Friday, January 21, 2011.
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.
Pfizer and King expect that all of the conditions to the tender offer will be satisfied on or before 5:00 p.m., New York City time on Friday, January 28, 2011. If and when all of the conditions to the tender offer are satisfied, Parker intends to complete the tender offer by promptly accepting for payment all King shares validly tendered and not validly withdrawn in the tender offer.
Following completion of the tender offer, Pfizer and Parker intend to complete the acquisition of King through a merger under Tennessee law. King shareholders who do not tender their shares of King common stock in the tender offer will not receive payment for their shares until the completion of the merger, which will not occur for at least one month following the completion of the tender offer.
The terms of the tender offer have also been amended to eliminate the ability of King shareholders to tender their shares through a guaranteed delivery process from and after 5:00 p.m., New York City time, today.
Therefore, King shareholders who wish to tender their shares must (i) make their certificates available to the depositary on or before the new expiration time of the offer or comply with the procedures for book−entry transfer on a timely basis, as applicable; and (ii) deliver any other required documents to the depositary on or before the new expiration time of the offer. All other terms and conditions of the tender offer remain unchanged.
American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, has indicated that, as of the close of business on January 20, 2011, approximately 115,330,275 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.