SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
ALPHARMA INC.
(Name of Subject Company (Issuer))
ALBERT ACQUISITION CORP.
KING PHARMACEUTICALS, INC.
(Names of Filing Persons (Offerors))
Class A Common Stock, Par Value $0.20 Per Share
(Title of Class of Securities)
020813101
(CUSIP Number of Class of Securities)
Brian A. Markison
Chairman, President and Chief Executive Officer
King Pharmaceuticals, Inc.
501 Fifth Street
Bristol, Tennessee 37620
Telephone: (423) 989-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Morton A. Pierce, Esq.
Ivan J. Presant, Esq.
Chang-Do Gong, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 259-8000
CALCULATION OF FILING FEE
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| Transaction Valuation* |
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Amount of Filing Fee** |
| $1,858,657,815
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$73,046 |
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| * |
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For purposes of calculating the amount of filing fee only. Based on the offer to purchase up
to 50,233,995 shares of Class A Common Stock, par value $0.20 per share (“Class A Common
Stock”), of Alpharma Inc., including the associated preferred stock purchase rights, at a
purchase price of $37.00 per share net to the seller in cash, without interest and subject to
any required withholding of taxes. Such number of shares consists of (i) 41,763,544 shares of
Class A Common Stock issued and outstanding as of July 27, 2008 as reported in Alpharma Inc.’s
Form 10-Q for the quarter ended June 30, 2008 (the “Alpharma Form 10-Q”), (ii) 2,105,436
shares of Class A Common Stock that may be issued before the expiration of the offer pursuant
to the exercise of stock options based on the total number of stock options outstanding as of
June 30, 2008 as reported in the Alpharma Form 10-Q, (iii) 2,302,921 shares of Class A Common
Stock that may be issued before the expiration of the offer pursuant to the conversion of
Alpharma Inc.’s 2.125% Convertible Senior Notes due 2027 as reported in the Alpharma Form 10-Q
and Alpharma’s other publicly filed documents and (iv) a maximum of 4,062,094 shares of Class
A Common Stock that may be issued pursuant to the exercise of warrants as reported in the
Alpharma Form 10-Q and Alpharma’s other publicly filed documents. |
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The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act
of 1934, as amended, by multiplying the transaction value by 0.00003930. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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$73,046.00 |
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Form or Registration No.:
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SC TO-T
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Filing Parties:
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Albert Acquisition Corp.
King Pharmaceuticals, Inc.
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Date Filed:
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September 12, 2008
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o Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
o going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
This Amendment No. 7 to Schedule TO (this “Amendment”) amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on September
12, 2008, as amended by Amendment No. 1 filed with the SEC on September 30, 2008, Amendment No. 2
filed with the SEC on October 3, 2008, Amendment No. 3 filed with the SEC on October 6, 2008,
Amendment No. 4 filed with the SEC on October 14, 2008, Amendment No. 5 filed with the SEC on
November 24, 2008 and Amendment No. 6 filed with the SEC on December 8, 2008 (as amended, the
“Schedule TO”) by King Pharmaceuticals, Inc., a Tennessee corporation (“King”), and Albert
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of King (“Purchaser”),
relating to the offer by Purchaser to purchase (1) all issued and outstanding shares of Class A
Common Stock, par value $0.20 per share (the “Shares”), of Alpharma Inc., a Delaware corporation
(“Alpharma”), and (2) the associated rights to purchase shares of Series B Junior Participating
Preferred Stock, par value $1.00 per share, of Alpharma (the “Rights”), at a price of $37.00 per
Share (and associated Right, if applicable), net to the seller in cash, without interest and
subject to any required withholding of taxes, upon the terms and subject to the conditions set
forth in the amended and restated Offer to Purchase (the “Offer to Purchase”) dated December 8,
2008, and in the related amended and restated Letter of Transmittal (which, together with the Offer
to Purchase and any amendments or supplements thereto, constitute the “Offer”). This Amendment is
being filed on behalf of King and Purchaser.
The information set forth in the Offer to Purchase, including Schedule I thereto, and the
related amended and restated Letter of Transmittal is hereby incorporated by reference in answer to
all applicable Items of this Amendment, except as otherwise set forth below. This Amendment should
be read together with the Schedule TO.
ITEMS 1 THROUGH 9 AND ITEM 11
The Offer to Purchase is hereby amended as follows:
1. The thirteenth and fourteenth paragraphs under Section 13 — “Source and Amount of Funds”
are hereby deleted and replaced with the following:
“King is also pursuing, however, an alternative financing arrangement. This arrangement could
provide more favorable terms to King than the financing contemplated by the Debt Commitment Letter.
The alternative financing structure would utilize King’s existing revolving credit facility on
amended terms to provide up to $475 million in revolving loans, together with a new term facility
in an aggregate principal amount of up to $300 million.
King entered into an amendment, dated as of December 5, 2008 (the “Amendment”), to King’s
existing revolving credit agreement in connection with and as part of a potential alternative
financing arrangement. The Amendment provides that King may utilize the $475 million under King’s
existing revolving credit facility, as amended, to fund the purchase of Shares in the Offer and the
Merger upon the satisfaction of certain conditions specified in the Amendment, including King
entering into a $300 million term loan credit agreement. The Amendment also contains other
customary conditions.
King has not entered into a $300 million term loan credit agreement and accordingly is not
presently entitled to utilize the funds under its existing revolving credit facility to fund the purchase of Shares in the Offer or the Merger. There is no assurance that King will
enter into a $300 million term loan credit agreement or satisfy the other conditions contained in
the Amendment. Unless and until alternative financing is obtained, King intends to proceed with
the financing contemplated by and subject to the terms and conditions of the Debt Commitment Letter.”