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SCHEDULE 14A
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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>
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</TABLE>
MEDCO, 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)
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[MEDCO RESEARCH, INC. LOGO]
February 11, 2000
Dear Stockholder:
Pursuant to an order of the Delaware Court of Chancery in the action
brought by the State of Wisconsin Investment Board ("SWIB"), the special meeting
of stockholders of Medco Research, Inc. ("Medco") to consider the proposed
merger of Medco with King Pharmaceuticals, Inc ("King"), originally scheduled
for February 10, 2000, has been adjourned until February 25, 2000, in order to
give Medco stockholders additional time to consider the supplemental information
distributed by Medco in its Letter to Stockholders dated January 31, 2000. We
are distributing this letter to clarify the position of Medco's Board of
Directors on certain matters relating to the meeting to be held on February 25,
2000.
The calculation of the exchange ratio in the Merger Agreement depends
upon the average closing price of King's stock during a twenty consecutive
trading day period ending with and including the third day prior to the date of
the meeting at which the merger is to be considered by Medco's stockholders. In
response to the adjournment of the stockholders meeting from February 10 to
February 25, 2000, King issued a press release today in which it stated that the
"Average Closing Price" in the Merger Agreement will be the average of the
closing price per share of King's stock during the twenty consecutive trading
days commencing with and including January 25, 2000, and ending with and
including February 22, 2000.
Prior to the Court order that resulted in the adjournment of the
stockholders meeting from February 10 to February 25, 2000, the twenty trading
day period for the calculation of the average price of King stock ended on
February 7, 2000, and yielded an average King stock price during that twenty day
period of $57.13. Pursuant to the terms of the Merger Agreement, that average
price yielded an exchange ratio of .5952 for purposes of the stockholders
meeting that was scheduled for February 10, 2000. King's announcement of a
revised pricing period that began on January 25 and will end on February 22,
2000 may yield an exchange ratio that is different from .5952 and will depend on
the performance of King's stock over the next six trading days. Medco's Board is
prepared to accept any interpretation of the Merger Agreement that has the
effect of increasing the exchange ratio for Medco stockholders.
P.O. Box 13886 - Research Triangle Park, NC 27709
7001 Weston Parkway, Suite 300 - Cary, NC 27513 -
Phone: (919) 653-7001 Fax: (919) 653-7099
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YOUR VOTE IS IMPORTANT
The Medco stockholders meeting has been adjourned until February 25,
2000 at 10:00 a.m. at the Warwick Hotel, 65 W. 54th Street, New York, New York.
Your Board of Directors continues to unanimously support the merger with King
and unanimously urges you to vote "FOR" the adoption of the merger agreement and
the approval of the merger.
If you have already cast your vote for or against the Merger, and you
do not wish to change your vote, it is not necessary for you to take any further
action. If you have any questions or need assistance in voting your stock,
please contact our proxy solicitor at (800)659-6590.
Sincerely,
/s/ Richard C. Williams /s/ Mark B. Hirsch
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Richard C. Williams Mark B. Hirsch
Chairman of the Board
/s/ William Bartlett /s/ Eugene L. Step
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William Bartlett Eugene L. Step
/s/ Dr. Jay N. Cohn
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Dr. Jay N. Cohn
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.
