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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.
Monday, August 28, 2000
NEWS RELEASE
CONTACTS:
Sara Swee
Director, Corporate Communications
Watson Pharmaceuticals, Inc.
(909) 270-1400
Whitney K. Stearns, Jr.
Chief Financial Officer
Schein Pharmaceutical, Inc.
(973) 593-5910
Investor/Media Relations
Morgen-Walke Associates, Inc.
Jim Byers, Danielle Scheg
(415) 296-7383
FOR IMMEDIATE RELEASE
WATSON PHARMACEUTICALS COMPLETES ACQUISITION OF
SCHEIN PHARMACEUTICAL, INC.
CORONA, CA - August 28, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI)
announced today the completion of its acquisition of Schein Pharmaceutical, Inc.
(NYSE: SHP). Under the terms of its merger agreement with Schein, Watson
acquired all of the outstanding stock of Schein through a two-step transaction
comprised of a cash tender offer followed by a taxable stock merger. The cash
tender offer was at $19.50 per share of Schein common stock while, pursuant to
the merger, each Schein share not tendered was converted into the right to
receive 0.42187 of a share of Watson common stock. In exchange for the remaining
outstanding Schein shares, Watson will issue, pursuant to the merger,
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approximately 5.3 million common shares of Watson stock. As a result of the
merger, Schein is now a wholly owned subsidiary of Watson.
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 associated
with the integration of the Watson and Schein businesses after consummation of
the 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 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.
Additional Information and Where to Find It
Watson filed a Schedule TO on June 6, 2000, in connection with the tender offer
and a registration statement on SEC Form S-4 on July 14, 2000 in connection with
the merger, and Watson and Schein mailed tender offer documentation and a proxy
statement/prospectus to stockholders of Schein containing information about the
tender offer and the merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE TENDER OFFER DOCUMENTATION, THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS CAREFULLY. THE TENDER OFFER DOCUMENTATION, THE REGISTRATION
STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT
SCHEIN, WATSON, THE TENDER OFFER, 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 TENDER OFFER DOCUMENTATION, 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 tender offer documentation, 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
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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.
Interests of Certain Persons in the Transaction
WATSON, SCHEIN, THEIR RESPECTIVE DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN OTHER
MEMBERS OF MANAGEMENT AND EMPLOYEES MAY HAVE SOLICITED 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
IS AVAILABLE IN THE PROXY STATEMENT/PROSPECTUS.
Forward Looking Information
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 INCLUDE, AMONG OTHERS,
STATEMENTS REGARDING 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 ASSOCIATED WITH THE INTEGRATION OF THE WATSON AND
SCHEIN BUSINESSES AFTER CONSUMMATION OF THE 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 WATSON'S ANNUAL REPORT AND FORM
10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2000, AND SCHEIN'S ANNUAL REPORT AND FORM 10-K FOR THE YEAR ENDED
DECEMBER 25, 1999 AND FORM 10-Q FOR THE QUARTER ENDED JUNE 24, 2000.
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