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This communication is filed by King
Pharmaceuticals, Inc. in connection with its offering of
shares of its common stock to the shareholders of Medco Research, Inc.
pursuant to a registration statement on form S-4 (File no. 333-92575).
Medco Research/King Pharmaceuticals Merger
Investors are urged to read the proxy statement/prospectus included in
the registration statement on form S-4 (File no. 333-92575) filed with the
Securities and Exchange Commission by King Pharmaceuticals, Inc., including the
documents incorporated by reference therein, because these documents contain
important information. These documents are available free of charge at the SEC's
Internet site at http://www.sec.gov. These documents (excluding exhibits other
than those specifically incorporated by reference into the proxy
statement/prospectus) are also available free of charge upon request directed to
King at 501 Fifth Street, Bristol, TN 37620 or Medco at 7001 Weston Parkway,
Cary, NC 27513, as applicable.
Statements contained in this presentation which are not historical
facts are or may constitute forward looking statements under the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Although
King believes the expectations reflected in such forward looking statements are
based upon reasonable assumptions, it can give no assurance that its
expectations will be attained. Forward-looking statements involve known and
unknown risks that could cause King's actual results to differ materially from
expected results. Factors that could cause actual results to differ materially
include, among others, assimilation and other risks related to mergers; the high
cost and uncertainty of the research, clinical trials and other development
activities involving pharmaceutical products; King's ability to fund its
activities internally or through additional financing, if necessary; the
unpredictability of the duration and results of the U.S. FDA's review of New
Drug Applications and Investigational New Drug Applications and/or the review of
other regulatory agencies worldwide; the possible impairment of, or inability to
obtain, intellectual property rights and the cost of obtaining such rights from
third parties; intense competition; the uncertainty of obtaining, and King's
dependence on third parties to manufacture and sell its products; results of
pending or future litigation and other risk factors detailed from time to time
in King's SEC filings. 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.
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N E W S R E L E A S E
[KING PHARMACEUTICALS LOGO]
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FOR IMMEDIATE RELEASE
KING PHARMACEUTICALS AFFIRMS EXISTING TERMS
OF PLANNED MERGER WITH MEDCO RESEARCH
BRISTOL, TENNESSEE, February 11, 2000 - King Pharmaceuticals, Inc. (NASDAQ:KING)
announced today that it intends to continue to pursue completion of the proposed
merger with Medco Research, Inc. (NYSE:MRE) in accordance with the current terms
of the previously announced definitive agreement with Medco. As a result of an
order issued by the Delaware Court of Chancery on February 9, 2000, related to a
lawsuit by the State of Wisconsin Investment Board against Medco and its
directors, the special meeting of Medco stockholders to consider and approve the
proposed merger with King has been postponed until February 25, 2000, in order
to give the Medco stockholders additional time to consider supplemental
information distributed by Medco on January 31, 2000.
Under the terms of the merger agreement, Medco stockholders will be entitled to
receive a certain number of shares of King common stock in exchange for shares
of Medco common stock. The terms of the agreement fix the common stock exchange
ratio at 0.6818 shares of King common stock for each share of Medco common
stock, provided that the average closing price of King common stock during the
twenty (20) consecutive trading days ending on the third day preceding Medco's
shareholder meeting is between $33.00 and $49.87 per share. If the average
closing price of King common stock is above $49.87 per share, King will deliver
the number of shares of King common stock to provide a purchase price of $34.00
per share of Medco common stock. If the average closing price of King common
stock is below $33.00 per share, King will deliver the number of shares of King
common stock to provide a purchase price of $22.50 per share of Medco common
stock. King may elect not to proceed with the transaction if the average closing
price of King common stock falls below $30.00 per share.
As a result of the postponement of Medco's shareholder meeting at which the vote
will take place on the proposed merger with King, the merger agreement provides
that the relevant average closing price of King common stock for the purpose of
determining the exchange ratio will be the average of the closing price of King
common stock during the twenty (20) consecutive trading days commencing with and
including January 25, 2000, and ending with and including February 22, 2000.
John M. Gregory, Chairman and Chief Executive Officer of King stated, "We
continue to consider the planned merger with Medco a beneficial transaction for
all parties. Moreover, King does not apologize for aggressively negotiating a
highly positive and fair deal for our Company and its stockholders." Mr. Gregory
added, "However, in response to certain perceived recent confusion, we reiterate
our intent to pursue completion of the proposed merger pursuant to the
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current terms of the merger agreement, and we do not intend to revise the terms
of the merger agreement in any manner, either before or subsequent to the Medco
stockholder vote. Likewise, in the event the Medco stockholders vote not to
approve the planned merger, we will respect such opinion and vote of the Medco
stockholders and will no longer pursue any attempt to merge with or acquire
Medco so as to focus our efforts on pursuing other potential opportunities." Mr.
Gregory further explained, "In an age of pharmaceutical industry consolidation,
we continue on almost a daily basis to evaluate numerous acquisition
opportunities. In this environment, King continues to implement its primary
growth strategy of acquiring strategic products and companies at attractive
values beneficial to King and its stockholders."
King, headquartered in Bristol, Tennessee, is a vertically integrated
pharmaceutical company that manufactures, markets, and sells primarily branded
prescription pharmaceutical products. King seeks to capitalize on niche
opportunities in the pharmaceutical industry created by cost containment
initiatives and consolidation among large global pharmaceutical companies.
King's strategy is to acquire branded pharmaceutical products and to increase
their sales by focused promotion and marketing and through product life cycle
management.
This release may contain forward-looking statements which reflect management's
current views of future events and operations. 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 results to differ include: significant leverage and debt service
requirements of King, dependence on King's ability to continue to acquire
branded products, dependence on sales of King's products, management of King's
growth and integration of its acquisitions. Other important factors that may
cause actual results to differ materially from the forward-looking statements
are discussed in various sections of King's Form 10-K for the year ended
December 31, 1998, and discussed in King's Form 10-Q for the quarterly period
ended September 30, 1999, which are on file with the Securities and Exchange
Commission, King's Form S-4 as filed with the Securities and Exchange Commission
on December 10, 1999, and King's Form S-3 as filed with the Securities and
Exchange Commission on January 21, 2000. 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.
# # #
Contact: Kyle P. Macione, Executive Vice President, Investor Relations
423-989-8077
EXECUTIVE OFFICES
KING PHARMACEUTICALS - 501 FIFTH STREET, BRISTOL, TENNESSEE 37620
