SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
ALPHARMA INC.
(Name of Subject Company)
ALPHARMA INC.
(Names of Person Filing Statement)
Class A Common Stock, Par Value $0.20 Per Share
(Title of Class of Securities)
020813101
(CUSIP Number of Class of Securities)
Dean J. Mitchell
President and Chief Executive Officer
Alpharma Inc.
440 Route 22 East, Bridgewater, NJ 08807
(908) 566-3800
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person Filing Statement)
Copies To:
William R. Dougherty, Esq.
Mario A. Ponce, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017-3026
(212) 455-2000
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
This Amendment No. 3 to Schedule 14D-9 amends and supplements the Schedule 14D-9,
originally filed by Alpharma Inc., a Delaware corporation (the Company), with the Securities and
Exchange Commission (the SEC) on September 26, 2008, as amended (the Schedule 14D-9), relating
to the tender offer commenced by Albert Acquisition Corp. (Purchaser), a Delaware corporation and
wholly owned subsidiary of King Pharmaceuticals, Inc., a Tennessee corporation (King), to acquire
all of the issued and outstanding shares of Class A Common Stock, par value $0.20 per share, of the
Company (the Common Stock), together with the associated rights to purchase shares of Series B
Junior Participating Preferred Stock (the Rights, and together with the Common Stock, the
Shares) issued pursuant to the Rights Agreement, dated as of September 1, 2008, between the
Company and Computershare Trust Company, N.A., as Rights Agent, at a purchase price of $37.00 per
Share, net to the seller in cash, without interest, subject to any required withholding of taxes
and upon the terms and subject to the conditions described in the Tender Offer Statement on
Schedule TO (together with the exhibits thereto, the Schedule TO) filed by Purchaser with the SEC
on September 12, 2008. The value of the consideration offered, together with all of the terms and
conditions applicable to the tender offer, is referred to as the Offer. Capitalized terms used
but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 is hereby amended by adding thereto the following information at the end of the section
entitled Background of the Offer:
On September 30, 2008, representatives of Credit Suisse Securities (USA) LLC (Credit
Suisse), Kings financial advisor, contacted representatives of Banc of America Securities LLC
(Banc of America Securities), the Companys financial advisor, to discuss the Offer.
Representatives of Credit Suisse informed representatives of Banc of America Securities that King
had decided to accept the Companys invitation to enter into a confidentiality agreement in order
to receive certain confidential information concerning the Company. Following such discussion, the
Company and King negotiated, and on October 3, 2008 entered into, a confidentiality agreement
governing disclosure of confidential information and certain related matters.
No assurance can be given that a transaction will be announced or consummated by the Company
with King or any other bidder or that the Companys previously
announced auction process will ultimately yield a transaction with
a per-share price in excess of the price of the Offer.