UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 13, 2006
ALPHARMA INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-8593
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22-2095212 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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One Executive Drive
Fort Lee, New Jersey
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07024 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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| Registrant’s telephone number including area code
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(201) 947-7774 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
The Stock Purchase Agreement
On December 13, 2006 Alpharma Inc., a Delaware corporation (the “Company” or “Alpharma”) and
its wholly-owned subsidiaries Alpharma (Bermuda) Inc., a Delaware corporation, and Alpharma Euro
Holdings Inc., a Delaware corporation, entered into a Stock Purchase Agreement with A.L. Industrier
A.S. (“ALI”), the holder of all of the outstanding shares of Class B Common Stock, par value $0.20
(the “Class B Shares”) of the Company, through a direct, wholly-owned subsidiary, AS Wangs Fabrik
(the “Seller Subsidiary” and together with ALI, the “Seller Parties”) and Seller Subsidiary to
purchase 11,872,897 Class B Shares for $25.50 per share, for a total of $302,758,873.50, in cash.
The Alpharma Board of Directors approved the execution of the Stock Purchase Agreement upon
the recommendation of a special committee of the Board of Directors comprised of directors
independent from ALI and the Company (the “Special Committee”).
The Stock Purchase Agreement requires ALI to call a shareholder meeting in order to approve
(the “Requisite Shareholder Approval”) a bylaw amendment authorizing the sale of the Class B common
stock, adoption of the Stock Purchase Agreement, and consummation of the transactions it
contemplates.
Mr. Einar Sissener, on behalf of himself and AS Swekk, Bluebird Invest I AS, EWS-Stiftelsen,
Einar Andreas Sissener, Annicken Sissener, and Henriette Sissener (the “Principal Shareholders”),
who collectively own approximately forty-six percent (46%) of the outstanding voting shares of ALI,
has entered into a voting agreement with the Company (the “Voting Agreement”), pursuant to which he
agrees to vote in favor of a bylaw amendment authorizing the sale of the Class B common stock,
adoption of the Stock Purchase Agreement, and consummation of the transactions it contemplates, and
to vote against any other transaction directly or indirectly relating to the sale or other
disposition of any of the Class B Shares, at all shareholder meetings for a period of six months or
until consummation of the transactions contemplated by the Stock Purchase Agreement.
The Stock Purchase Agreement provides that if the Company consummates a transaction resulting
in a Change in Control (as defined in the Stock Purchase Agreement) within twelve (12) months of
the date of the Stock Purchase Agreement, the Company will pay ALI seventy-five percent (75%) of
the difference between the price per Class A share paid in the Change in Control and $25.50.
The Company has agreed to indemnify ALI against losses arising from allegations that the Board
of Directors, the Special Committee or officers of the Company improperly took actions or did not
take actions in connection with the ALI transaction that resulted in damages to the Company or the
Class A shareholders. The Company’s duty to indemnify shall only arise after a final adjudication
or settlement of any legal action. The Company’s indemnification obligation is capped at
$2,000,000.
Voting Agreement
The Company entered into the Voting Agreement, dated as of December 13, 2006, with Mr.
Sissener on behalf of himself and the other Principal Shareholders, who collectively own
approximately forty-six percent (46%) of the outstanding voting shares of ALI. The Voting
Agreement evidences Mr. Sissener’s agreement to use their best efforts to call a shareholder
meeting and vote in favor of a bylaw amendment permitting a sale of the Class B common stock,
adoption of the Stock Purchase Agreement, and consummation of the transactions it contemplates, and
to vote against any other transaction directly or indirectly relating to the sale or other
disposition of any of the Class B Shares, at such meeting, for a period of six months or until
consummation of the transactions contemplated by the Stock Purchase Agreement.
The foregoing descriptions of the Stock Purchase Agreement and the Voting Agreement do not
purport to be complete and are qualified in their entirety by reference to the full text of such
agreements, copies of which are filed as Exhibits 10.1 and 10.2
respectively, to this Current report on Form 8-K and are
incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
The Alpharma Board of Directors determined that: (i) the execution of the Stock Purchase
Agreement and the consummation of the transactions contemplated thereby do not and will not result
in the exercise of any “Rights” under the Public Shareholder Protection Plan (the “Plan”); (ii)
neither the Company nor any of its affiliates shall be deemed to be a Class B Holder (as such term
is defined in the Plan) by reason of the execution of the Stock Purchase Agreement or the
consummation of the transactions contemplated thereby, including the Company’s purchase of the
Class B Shares and (iii) no “Distribution Date” under the Plan will occur by reason of the
approval, execution, delivery or announcement of the Stock Purchase Agreement or the consummation
of the transactions contemplated thereby, including the Company’s purchase of the Class B Shares.
In connection with the Stock Purchase Agreement, the Board of Directors and the Special
Committee each adopted resolutions terminating the Public Shareholder Protection Plan as of
immediately prior to the closing of the transactions contemplated by the Stock Purchase Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
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| Exhibit No. |
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Exhibit |
10.1
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Stock Purchase Agreement, dated as of December 13, 2006 by and
among Alpharma Inc., Alpharma (Bermuda) Inc., a Delaware
corporation, Alpharma Euro Holdings Inc., A.L. Industrier A.S.
and AS Wangs Fabrik, which includes the form of the Voting
Agreement as Exhibit A, a list of certain defined terms as
Exhibit B, the form of the A.L Industrier A.S. Shareholder Notice
as Exhibit C, the form of the |