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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MEDCO RESEARCH, INC.
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(3) Filing Party:
(4) Date Filed:
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FOR IMMEDIATE RELEASE
Contacts:
Glenn C. Andrews
Chief Financial Officer or
G. Michael Freeman
Director, Corporate Communications
Medco Research, Inc.
(919) 653-7001
MEDCO RESEARCH ANNOUNCES FAVORABLE RULING BY DELAWARE
COURT OF CHANCERY ON MERGER WITH KING PHARMACEUTICALS
CARY, NC, February 24, 2000 - Medco Research, Inc. (NYSE:MRE) today announced
that earlier today the Delaware Court of Chancery denied a motion filed by the
State of Wisconsin Investment Board seeking to enjoin Medco's proposed merger
with King Pharmaceuticals, Inc. (Nasdaq:KING).
Commenting on the Court's decision, Richard C. Williams, Chairman of the Board
of Directors, Medco Research, Inc., stated, "We are pleased that the Court has
cleared the way for the consummation of the proposed merger with King pending a
favorable outcome of the vote of Medco stockholders at a special meeting of
stockholders scheduled for tomorrow, February 25. The Board continues to
strongly support the proposed merger and believes that the combined company will
provide an opportunity to increase shareholder value for our stockholders."
Applying the exchange ratio to today's $48.31 closing price of King stock would
yield a value to Medco stockholders of $32.64 per share, if the transaction were
assumed to have closed today.
Medco Research is a pharmaceutical company engaged in the global
commercialization of cardiovascular medicines and adenosine-based products. Two
adenosine-based products successfully developed by the Company - Adenocard(R)
and Adenoscan(R)- are currently marketed and have established the value of
adenosine-receptor technology in cardiovascular medicine.
# # #
Statements contained in this release 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 the Company 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 the Company'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; the Company's ability to fund its activities
internally or through additional financing, if necessary; the unpredictability
of the
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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 the Company'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 the Company's SEC filings. The Company 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.
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
Pharmaceuticals at 501 Fifth Street, Bristol, TN 37620 or Medco at 7001 Weston
Parkway, Cary, NC 27513, as applicable.
