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King Pharmaceuticals and Jones Pharma Incorporated Announce Merger

 

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Title:

King Pharmaceuticals and Jones Pharma Incorporated Announce Merger

Entities:

Jones Pharma Inc.; King Pharmaceuticals Inc.

Date:

2000

Size:

Preview shows 4KB of 16KB total

Price:

$33

ID:

#305234

 

 

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{PAGE}   1

Filed by Jones Pharma Incorporated
Pursuant to Rule 425 under the Securities Act of 1933
Commission File No.:01-15098
Subject Company: Jones Pharma Incorporated


THE FOLLOWING PRESS RELEASE WAS DISSEMINATED BY JONES PHARMA INCORPORATED,
ON JULY 13, 2000

N E W S R E L E A S E

[JONES PHARMA LOGO]
--------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE

KING PHARMACEUTICALS AND JONES PHARMA INCORPORATED
ANNOUNCE MERGER

BRISTOL, TENNESSEE and ST. LOUIS, MISSOURI, July 13, 2000 - King
Pharmaceuticals, Inc. (NYSE:KG) and Jones Pharma Incorporated (NASDAQ:JMED)
announced today that they have entered into a definitive agreement to merge the
two companies in a stock-for-stock transaction. The merger represents the
combination of two of the premier specialty pharmaceutical companies and results
in a company with a diversified therapeutic portfolio with multiple, rapidly
growing products. King expects the transaction to be accreative to earnings
immediately upon closing, excluding any non-recurring transaction expenses, and
will add approximately 3% to 4% to projected earnings per share for 2001.
Following completion of the transaction, the new company will have a combined
sales force of over 400 representatives, $552.6 million pro forma revenues for
the most recent preceding 12 month period, and an enterprise value of
approximately $7.8 billion.

Under the terms of the agreement, which has been approved by the boards of
directors of both companies, holders of Jones common stock will be entitled to
receive 1.125 shares of King common stock in exchange for each share of Jones
common stock. Based on the closing price of King common stock on July 12, 2000,
the merger values each share of Jones common stock at approximately $51.12, or
approximately $3.4 billion, providing a premium of approximately 38% over the
trailing 30 calendar day average closing price per share of Jones common stock.
Jones common stock closed at $43.75 per share on July 12, 2000. Following the
completion of the merger, Mr. Andrew Franz, Chief Operating Officer of Jones,
will be joining King's board of directors, and will become President and CEO of
Jones, as a wholly owned subsidiary of King. The transaction is expected to be
accounted for as a tax-free pooling of interests transaction. Closing of the
transaction is subject to approval by the holders of a majority of the
outstanding common stock of King and Jones, appropriate governmental approval,
and other customary conditions, and is expected to be completed before the end
of 2000.

John M. Gregory, Chairman and Chief Executive Officer of King, stated, "The
merger of King and Jones will provide an excellent business combination that
will rapidly position King as one of the largest specialty pharmaceutical
companies with an estimated combined market capitalization of over $7 billion.
The merger will provide King with a more diversified portfolio of branded
pharmaceutical products with the addition of Jones' Levoxyl(R), Thrombin-JMI(R),

 

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