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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. )
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<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
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[ ] 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)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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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 BOARD REAFFIRMS SUPPORT
FOR KING PHARMACEUTICALS MERGER
RESEARCH TRIANGLE PARK, NC, February 23, 2000 - As previously announced, the
special meeting of stockholders of Medco Research, Inc. (NYSE: MRE) to consider
the proposed merger of Medco with King Pharmaceuticals, Inc. (Nasdaq: KING) was
adjourned until Friday, February 25, 2000, in order to give Medco stockholders
additional time to consider supplemental information distributed by Medco in its
Letter to Stockholders dated January 31, 2000. As a result of the adjournment, a
revised pricing period was established - which began on January 25 and ended
yesterday, February 22 - to align with the new meeting date.
The revised pricing period has resulted in an increase in the exchange ratio
used to determine the fraction of King stock that will be exchanged for each
share of Medco stock. The revised pricing period yields an exchange ratio of
.6757. Applying the increased exchange ratio to today's $43.94 closing price of
King stock would yield a value to Medco shareholders of $29.69 per share, if the
transaction were assumed to have closed today.
The Medco Board of Directors views the merger with King as an excellent
strategic fit that is consistent with Medco's strategy of forward integration.
The combination of Medco's research and development capabilities and its
pipeline with King's manufacturing and cardiovascular-focused marketing
operations gives Medco shareholders the opportunity, on a combined basis, to
generate increased shareholder value. The Board has been monitoring developments
throughout the revised pricing period. During a meeting today after the close of
the market, the Board reaffirmed its strong support for the proposed merger. The
Board urges stockholders to vote "FOR" the adoption of the merger agreement and
the approval of the merger.
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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 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.
