King Pharmaceuticals Announces Offer to Purchase Notes (KG)

King Pharmaceuticals, Inc. KG announced today that it has commenced a tender offer (the "Convertible Notes Tender Offer") to repurchase, at the option of each holder, any and all of its outstanding 1 1/4% Convertible Senior Notes Due 2026 (the "Convertible Notes"). The Company is offering to repurchase any and all of the $400,000,000 aggregate principal amount of the Convertible Notes outstanding, at par plus accrued and unpaid interest to, but excluding, the purchase date. Tenders of the Convertible Notes must be made prior to the expiration of the Convertible Notes Tender Offer and may be withdrawn at any time prior to the expiration of the Convertible Notes Tender Offer through compliance with the proper withdrawal procedures outlined in the Fundamental Change Notice and Offer to Purchase dated January 31, 2011 (the "Fundamental Change Notice"). The Company is required to make the Convertible Notes Tender Offer pursuant to the terms of the Indenture governing the Convertible Notes due to the change of control resulting from the acquisition by Pfizer Inc. ("Pfizer") of approximately 92.5% of the Company's outstanding common stock through a separate tender offer. The Convertible Notes Tender Offer began today, Monday, January 31, 2011, and will expire at 11:59 p.m., New York City time, on Monday, February 28, 2011. Upon the terms and subject to the conditions of the Convertible Notes Tender Offer, holders of the Convertible Notes will have the opportunity to tender any or all of their Convertible Notes, at par plus accrued and unpaid interest to, but excluding, the purchase date. The Company also has notified Holders that the Convertible Notes are convertible, at the option of the Holder, at any time until thirty (30) days following the effective date of the anticipated merger (the "Merger") of a wholly-owned subsidiary of Pfizer ("Merger Sub"), with and into, the Company, with the Company surviving the Merger as a wholly owned subsidiary of Pfizer. Following the Merger, if the common stock, no par value, of the Company (the "Common Stock") is no longer traded on the New York Stock Exchange (the "NYSE"), the right of each Holder to exercise this conversion right will continue for as long as the Common Stock continues to not be listed on the NYSE, which delisting the Company anticipates will continue indefinitely. None of the Company, Pfizer, Merger Sub, the Company's, Pfizer's or Merger Sub's respective boards of directors, employees, advisors or representatives, or the trustee, paying agent and conversion agent for the Convertible Notes Tender Offer, is making any recommendations to noteholders as to whether to tender or refrain from tendering their Convertible Notes in the Convertible Notes Tender Offer, or to exercise their conversion rights (if at all). Holders of Convertible Notes must decide how many Convertible Notes they will tender or convert, if any. The terms and conditions of the Convertible Notes Tender Offer will be described in the Fundamental Change Notice and related materials to be distributed to holders of the Convertible Notes.