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Filed by Watson Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Watson Pharmaceuticals, Inc. Commission File No: 0-20045
SOURCE: WATSON PHARMACEUTICALS, INC.
Wednesday, July 6, 2000
Press Release
NEWS RELEASE
CONTACTS: Watson Pharmaceuticals, Inc.
Sara Swee
Director, Corporate Communications
(909) 270-1400
Morgen-Walke Associates, Inc.
Jim Byers, Danielle Scheg
(415) 296-7383
FOR IMMEDIATE RELEASE
WATSON PHARMACEUTICALS, INC. ANNOUNCES COMPLETION OF
TENDER OFFER FOR SCHEIN PHARMACEUTICAL, INC.
CORONA, CA - July 6, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI)
announced today that it has accepted, or expects to accept, 26,070,950 shares of
common stock of Schein Pharmaceutical, Inc. (NYSE: SHP) at $19.50 per share. Of
the 26,070,950 shares, 24,565,962 have been accepted and paid for. Notices of
Guaranteed Delivery have been received for an additional 1,504,988 shares.
Watson expects to accept and pay for such shares after timely receipt of proper
documentation. The 26,070,950 shares represent approximately 77.9% of the
outstanding Schein shares. In connection with the completion of the tender
offer, outstanding bank debt of Schein in the principal amount of approximately
$190 million was paid-off by Watson.
With the tender offer completed and majority ownership of Schein now held
by Watson, a special meeting of the Schein stockholders will be called to obtain
approval of a merger of a Watson subsidiary into Schein. As a result of the
merger, Schein will become a wholly owned subsidiary of Watson. The merger is
expected to close in September of this year.
Watson Pharmaceuticals, Inc., headquartered in Corona, CA, is engaged in
the development, manufacture and sale of proprietary and off-patent
pharmaceutical products. Schein Pharmaceutical, Inc., headquartered in Florham
Park, NJ, is a pharmaceutical company that has a diverse portfolio of both brand
and generic products.
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This press release contains certain statements of a forward-looking nature
relating to future events or future business performance. Any such statements
that refer to Watson's or Schein's estimated or anticipated future results,
product development efforts or performance or other non-historical facts are
forward-looking and reflect each company's current perspective of existing
trends and information. Such forward-looking statements involve risks and
uncertainties that cannot be predicted or quantified and, consequently, actual
results may differ materially from those expressed or implied by such
statements. Such risks and uncertainties include, among others, risks related to
the consummation of the proposed acquisition, risks associated with the
integration of the Watson and Schein businesses after consummation of the
proposed acquisition, and such other risks and uncertainties detailed in each
company's filings with the Securities and Exchange Commission.
This release and past press releases of Watson Pharmaceuticals, Inc. are
available at Watson's web site at http://www.watsonpharm.com. In addition,
Watson's press releases are available through PR Newswire's Company News On-Call
fax service at (800) 758-5804, extension 112856, and at
http://www.prnewswire.com.
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Watson plans to file a registration statement on SEC Form S-4 in connection with
the merger. Watson and Schein expect to mail a proxy statement/prospectus to
stockholders of Schein containing information about the merger. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION
ABOUT SCHEIN, WATSON, THE MERGER AND RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THESE DOCUMENTS THROUGH THE WEB
SITE MAINTAINED BY THE SECURITIES AND EXCHANGE COMMISSION AT HTTP://WWW.SEC.GOV.
FREE COPIES OF THE PROXY STATEMENT/PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO
BE OBTAINED FROM WATSON BY DIRECTING A REQUEST THROUGH THE INVESTOR RELATIONS
PHONE LINE AT 909-270-1400, EXTENSION 4153; BY MAIL TO WATSON PHARMACEUTICALS,
INC., ATTENTION: INVESTOR RELATIONS DEPARTMENT, 311 BONNIE CIRCLE, CORONA,
CALIFORNIA 92880, FROM SCHEIN THROUGH THE INVESTOR RELATIONS PHONE LINE AT
973-593-5535 OR BY MAIL TO SCHEIN PHARMACEUTICAL, INC., ATTENTION: INVESTOR
RELATIONS, 100 CAMPUS DRIVE, FLORHAM PARK, NEW JERSEY, 07932.
In addition to the registration statement and the proxy statement/prospectus,
Watson and Schein each file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
You may read and copy any reports, statements or other information filed by
Watson or Schein at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the Commission's other public reference
rooms in New York, New York and Chicago, Illinois. Please call the Commission at
800-SEC-0330 for further information on the public reference rooms. Schein's and
Watson's filings with the Commission are also available to the public from
commercial document-retrieval services and at the web site maintained by the
Commission at http://www.sec.gov.
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SOLICITATION OF PROXIES; INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION
WATSON, SCHEIN, THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER
MEMBERS OF MANAGEMENT AND EMPLOYEES MAY BE SOLICITING PROXIES FROM SCHEIN
STOCKHOLDERS IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT. A DESCRIPTION OF
ANY INTERESTS THAT SCHEIN'S DIRECTORS AND EXECUTIVE OFFICERS HAVE IN THE MERGER
WILL BE AVAILABLE IN THE PROXY STATEMENT/PROSPECTUS.
FORWARD LOOKING INFORMATION
THIS DOCUMENT CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE RELATING
TO FUTURE EVENTS OR FUTURE BUSINESS PERFORMANCE. ANY SUCH STATEMENTS THAT REFER
TO WATSON'S OR SCHEIN'S ESTIMATED OR ANTICIPATED FUTURE RESULTS, PRODUCT
DEVELOPMENT EFFORTS OR PERFORMANCE OR OTHER NON-HISTORICAL FACTS ARE
FORWARD-LOOKING AND REFLECT EACH COMPANY'S CURRENT PERSPECTIVE OF EXISTING
TRENDS AND INFORMATION. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, AMONG OTHERS,
STATEMENTS REGARDING THE CONSUMMATION OF THE ACQUISITION OF SCHEIN BY WATSON AND
THE FUTURE GROWTH, IMPACT AND SUCCESS OF THE COMBINED COMPANY, INCLUDING
EXPECTATIONS REGARDING FINANCIAL PERFORMANCE, PRODUCT DEVELOPMENT EFFORTS AND
THE SUCCESSFUL INTEGRATION OF THE TWO BUSINESSES. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES THAT CANNOT BE PREDICTED OR
QUANTIFIED AND, CONSEQUENTLY, ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
EXPRESSED OR IMPLIED BY SUCH STATEMENTS. SUCH RISKS AND UNCERTAINTIES INCLUDE,
AMONG OTHERS, RISKS RELATED TO THE CONSUMMATION OF THE ACQUISITION, INCLUDING
RISKS ASSOCIATED WITH THE INTEGRATION OF THE WATSON AND SCHEIN BUSINESSES AFTER
CONSUMMATION OF THE PROPOSED ACQUISITION, INCLUDING THE POSSIBLE INABILITY TO
SUCCESSFULLY INTEGRATE THESE BUSINESSES ON A COST EFFECTIVE AND TIMELY BASIS,
THE POSSIBLE INABILITY TO OBTAIN ON A TIMELY BASIS ANY REGULATORY OR THIRD PARTY
APPROVALS NECESSARY TO SUCCESSFULLY IMPLEMENT THE COMBINED COMPANY'S INTEGRATION
PLANS OR THE POSSIBLE INABILITY TO TIMELY MAKE CHANGES ON COMMERCIALLY
ADVANTAGEOUS TERMS TO SCHEIN'S BUSINESS, AND SUCH OTHER RISKS AND UNCERTAINTIES
DETAILED IN WATSON'S AND SCHEIN'S MOST RECENT FILINGS WITH THE SECURITIES AND
EXCHANGE COMMISSION, INCLUDING EACH COMPANY'S ANNUAL REPORT AND FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 1999 AND FORM 10-Q FOR THE QUARTER ENDED MARCH 31,
2000.
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