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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, June 21, 2000
Press Release
WATSON ANNOUNCES EXPIRATION OF HART-SCOTT-RODINO WAITING PERIOD FOR SCHEIN
PHARMACEUTICAL ACQUISITION
CORONA, CA - June 21, 2000 - Watson Pharmaceuticals, Inc. (NYSE: WPI) announced
today that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act has expired, allowing Watson to proceed with its proposed acquisition of
Schein Pharmaceutical, Inc. (NYSE: SHP).
As previously announced, pursuant to its merger agreement with Schein,
Watson commenced a tender offer on June 6, 2000 to purchase all of the
outstanding shares of Schein for $19.50 per share. The offer is conditioned
upon, among other things, the valid tender of at least 24,500,000 shares of
Schein common stock or approximately 74% of the outstanding shares of Schein.
The tender offer is scheduled to expire at midnight, New York City Time, on
Monday, July 3, 2000, unless the offer is extended. Following consummation of
the tender offer, the merger agreement provides for the acquisition by Watson of
the remaining shares of Schein in a merger between Schein and a wholly owned
subsidiary of Watson. The tender offer is expected to close in early July of
this year, while 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. Watson's proprietary business currently enjoys a
top-tier position in the fields of dermatology and women's health, with a
supporting business in the general products segment. Its generic portfolio
consists of more than 90 products, three tentative product approvals and 16
products pending approval. Watson capitalizes on its proven ability to support
the development and commercialization of a broad range of proprietary and
off-patent pharmaceutical products.
Schein Pharmaceutical, Inc., headquartered in Florham Park, NJ, has a
diverse portfolio of both brand and generic products. Schein integrates its
product development expertise, its diverse, high-volume production capacity and
direct sales and marketing force to capitalize on the commercialization of
products. Schein's brand products group has developed an expertise in the
management of anemia in nephrology and seeks to expand that expertise to other
therapeutic areas, including iron management. In addition, Schein develops,
manufactures, and markets a
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broad generic product line. Schein manufactures approximately 100 products, five
tentative product approvals and 11 products pending approval. Schein seeks to
enhance its internal product development, manufacturing and marketing efforts
through various strategic collaborations.
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.
# # #
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
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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.
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, AND THE POSSIBLE FAILURE TO OBTAIN THE TENDER OF
SUFFICIENT SCHEIN SHARES PURSUANT TO WATSON'S TENDER OFFER
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TO MEET THE MINIMUM CONDITION TO THE CONSUMMATION OF 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.
