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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 5, 2000
NEWS RELEASE
CONTACTS: Watson Pharmaceuticals, Inc.
Sara Swee
Director, Corporate Communications
(909) 270-1400
Morgen-Walke Associates, Inc.
Jim Byers, Danielle Scheg
FOR IMMEDIATE RELEASE (415) 296-7383
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WATSON PHARMACEUTICALS, INC. ANNOUNCES EXPIRATION OF ITS TENDER OFFER
FOR SCHEIN PHARMACEUTICAL, INC.
CORONA, CA - July 5, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI)
announced today that its tender offer for shares of common stock of Schein
Pharmaceutical, Inc. (NYSE: SHP), which commenced on June 6, 2000, expired at
12:00 Midnight, New York City time on Monday, July 3, 2000, and was not
extended. During the tender offer period, approximately 24,566,000 outstanding
Schein shares (representing approximately 74.4% of the total outstanding Schein
shares) were validly tendered and not withdrawn.
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 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
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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 plans to file a registration statement on SEC Form S-4 in connection with
the merger. Watson and Schein have mailed tender offer documentation and expect
to mail 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 WHEN THEY ARE AVAILABLE.
THE TENDER OFFER DOCUMENTATION, THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WILL 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 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.
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.
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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 PROPOSED 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 PROPOSED
ACQUISITION, INCLUDING THE POSSIBLE INABILITY TO OBTAIN, OR MEET THE CONDITIONS
IMPOSED FOR, GOVERNMENTAL APPROVALS FOR THE PROPOSED ACQUISITION, THE POSSIBLE
INABILITY TO OBTAIN ON COMMERCIALLY ADVANTAGEOUS TERMS ANY CONSENTS OR APPROVALS
OF THIRD PARTIES WITH RESPECT TO THE PROPOSED ACQUISITION, THE POSSIBILITY DUE
TO MARKET CONDITIONS OR OTHER FACTORS OF THE WITHDRAWAL OF THIRD PARTY FINANCING
FOR THE PROPOSED ACQUISITION, 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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