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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.
Thursday, July 13, 2000
Press Release
NEWS RELEASE
CONTACTS: Watson Pharmaceuticals, Inc.
Sara Swee
Director, Corporate Communications
(909) 270-1400
Investor/Media Relations
Morgen-Walke Associates, Inc.
Jim Byers, Danielle Scheg
(415) 296-7383
Schein Pharmaceutical, Inc
Whitney K. Stearns, Jr.
Chief Financial Officer
(973) 593-5910
FOR IMMEDIATE RELEASE
WATSON AND SCHEIN ANNOUNCE SCHEIN MANAGEMENT CHANGES
CORONA, CA -- July 13, 2000 -- Watson Pharmaceuticals, Inc. (NYSE: WPI)
and Schein Pharmaceutical, Inc. (NYSE: SHP) announced today the following
management changes resulting from Watson's completion of its tender and purchase
of approximately 77% of the outstanding shares of Schein.
Current Watson directors, Allen Chao, Ph.D., Michel Feldman, Michael
Fedida, Andrew Turner and Fred Weiss, have been appointed to the Schein Board of
Directors. These five Watson designees and existing Schein directors, Judith
Hemberger, Ph.D., and Harvey Rosenthal, comprise Schein's seven-member Board of
Directors. In connection with the appointment of the Watson designees, Dariush
Ashrafi, Joseph A. Akers, Paul Feuerman, Richard L. Goldberg, Martin Sperber,
Marvin Schein and Irving Shafran have resigned from Schein's Board of Directors.
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Martin Sperber, Schein's Chairman and CEO, has also agreed to step down
from his position and will retire effective July 14, 2000. Watson's Chairman and
CEO, Allen Chao, Ph.D., will replace Mr. Sperber as Schein's new Chairman, CEO
and President.
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.
This and past press releases of Watson Pharmaceuticals, Inc. are
available at Watson's web site at www.watsonpharm.com. In addition, press
releases are available through PR Newswire's Company On-Call fax service at
(800) 758-5804, extension 112856, and at www.prnewswire.com.
# # #
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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