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Filed by Watson Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed filed pursuant to Rules 14a-12 and 14d-2 of the
Securities Exchange Act of 1934
Subject Company: Watson Pharmaceuticals, Inc. Commission File No: 0-20045
SOURCE: Watson Pharmaceuticals, Inc.
Thursday, May 25, 2000, 6:15 am Eastern Time
Joint Press Release
Watson to Acquire Schein Pharmaceutical
CORONA, Calif. and FLORHAM PARK, N.J., May 25 /PRNewswire/ -- Watson
Pharmaceuticals, Inc. (NYSE: WPI) and Schein Pharmaceutical, Inc. (NYSE: SHP)
announced today that the companies have entered into a definitive agreement
under which Watson will acquire all of the outstanding stock of Schein through a
two-step transaction comprised of a cash tender followed by a taxable stock
merger. The cash tender offer will be at $19.50 per share of Schein common stock
while pursuant to the merger, each Schein share will be converted into $23.00 of
Watson common stock, subject to adjustment as described below. Both Watson and
Schein are developers, manufacturers and marketers of generic and branded
pharmaceutical products, utilizing various drug delivery technologies.
Under the terms of the definitive agreement, Watson will make a cash tender
offer for all of Schein's outstanding stock at a price of $19.50 per share.
Bayer Corporation and certain members of the Schein family, who collectively own
approximately 74% of the outstanding shares of common stock of Schein, have
entered into stockholder agreements with Watson and it is contemplated that
these stockholders will tender all of their shares of Schein common stock to
Watson pursuant to its tender offer. Assuming such stockholders tender all of
their shares, the minimum condition of the tender offer will be satisfied.
Following the consummation of the tender offer, and subject to the conditions
set forth in the definitive agreement (including the minimum condition that at
least 24,500,000 shares of Schein common stock be tendered pursuant to the
tender offer), Watson will acquire the remaining shares of Schein's outstanding
common stock through a merger of a wholly-owned subsidiary of Watson into
Schein. Upon the closing of the merger, each then outstanding share of Schein's
common stock will be converted into the right to receive a fraction of a share
of Watson common stock valued at $23.00, based upon the average closing price of
a share of Watson common stock on the New York Stock Exchange for the ten-day
trading period ending on the trading day, two trading days prior to the date of
either (i) the special meeting of Schein's stockholders called to approve the
merger or (ii) if no such meeting is required under applicable law, the
effective date of the merger (the "Average Closing Price").
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The value of the merger consideration will be increased proportionately above
$23.00, if the Average Closing Price is greater than $54.52 per share, up to a
maximum value of $26.50 where the Average Closing Price is $62.82 per share or
higher. Conversely, the value of the merger consideration will be decreased
proportionately below $23.00, if the Average Closing Price is less than $44.61
per share, down to a minimum value of $19.50 where the Average Closing Price is
$37.82 per share or lower. At this minimum value of $19.50, Watson would have
the option to pay the entire merger consideration of $19.50 in cash, in stock,
or in a mix of cash and stock.
The foregoing summary is a general description of certain pricing and related
terms of the definitive agreement for the transaction, and is qualified in its
entirety by reference to the definitive agreement, a copy of which will be filed
by Watson with the Securities and Exchange Commission as an exhibit to Watson's
Form 8-K relating to the transaction.
The tender offer, which is subject to customary closing conditions, is expected
to close in late June or early July of this year. The merger is expected to
close in late August or early September of this year. Watson intends to account
for this transaction as a purchase. On a reported EPS basis, including the
amortization of goodwill resulting from the transaction, Watson expects the
acquisition to be dilutive to earnings in the second half of 2000 and modestly
accretive in 2001. On a cash EPS basis, the acquisition is expected to be
accretive to earnings in 2000 and 2001.
"Our current business model pursues a strategy of generating revenue through
established proprietary and off-patent businesses. This transaction builds upon
that existing strategy to expand our brand and generic product offerings,"
remarked Dr. Allen Chao, Chairman and Chief Executive Officer of Watson.
"Schein's strength in the nephrology marketplace is an excellent example of
capitalizing on a niche, specialty branded pharmaceutical program. This
specialty focus is a core element to our current brand product strategy," he
added. Remarking on Schein's generic program, Dr. Chao continued, "We believe
the addition of Schein's generic product portfolio, including its healthy
pipeline, will better enable us to further satisfy our customers by providing
them with an expanded line of generic pharmaceutical products -- both now and in
the future."
Martin Sperber, Schein's Chairman and Chief Executive Officer observed, "Schein
and Watson each have successfully executed a strategy of building brand and
generics businesses. Combining our two companies makes great sense and offers
enormous opportunities. We look forward to being part of this growing
enterprise."
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.
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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 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.
Additional Information and Where to Find It
Watson plans to file a Schedule TO and a registration statement on SEC Form S-4
in connection with the tender offer and the merger, and Watson and Schein expect
to mail 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 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
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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 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 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 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.
This release and past press releases of Watson Pharmaceuticals, Inc. and Schein
Pharmaceutical, Inc, respectively are available at Watson's web site at
http://www.watsonpharm.com and Schein's web site at http://www.schein-rx.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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CONTACT: Sara Swee, Director, Corporate Communications of Watson
Pharmaceuticals, Inc., 909-270-1400; or Jim Byers, or Danielle Scheg, both of
Morgen-Walke Associates, Inc., 415-296-7383, for Watson Pharmaceuticals, Inc.;
or Whitney K. Stearns, Jr., Chief Financial Officer of Schein Pharmaceutical,
Inc., 973-593-5910.
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