CORONA, Calif., Feb. 20 /PRNewswire-FirstCall/ -- Watson Pharmaceuticals, Inc. , a leading specialty pharmaceutical company, announced today that in connection with its cash tender offer to purchase all of its outstanding 7 1/8 percent Senior Notes due 2008 (the “Securities”) and the related consent solicitation, the Company has received the required consents to eliminate substantially all of the restrictive covenants of the indenture governing the Securities and to make amendments, as detailed in the Offer to Purchase and Consent Solicitation Statement dated February 5, 2004.
As a result of obtaining the required consents, the Company executed and delivered a supplemental indenture setting forth the amendments. The supplemental indenture provides that the amendments will only become operative when all validly tendered Securities are purchased pursuant to the tender offer.
The consent solicitation relating to the Notes expired Thursday, February 19, 2004 at 5:00 p.m., New York City time (the “Consent Date”). As of the Consent Date, the Company had received tenders of Notes and deliveries of related consents from holders of approximately 67.74 percent of the $150 million aggregate principal amount of Notes outstanding. The supplemental indenture has been executed by the Company and the trustee, but will not become operative until after the Notes are accepted for purchase and payment, pursuant to the tender offer.
The Company announced that, subject to the terms and conditions of the tender offer, the total consideration to be paid per $1,000 principal amount of Notes validly tendered, and not properly withdrawn on or prior to the Consent Date, has been fixed at $1,132.91, which includes the consent payment of $30 per $1,000 principal amount of Notes, subject to the terms and conditions of the tender offer. The Company also announced that the tender offer consideration to be paid per $1,000 principal amount of Notes validly tendered and not properly withdrawn after the Consent Date, has been fixed at $1,102.92, subject to the terms and conditions of the tender offer. These amounts were determined, based upon the pricing formula set forth in the Offer to Purchase and Consent Solicitation Statement dated February 5, 2004, pursuant to which the tender offer and the consent solicitation are being made. Subject to the terms and conditions of the tender offer, the total consideration or tender offer consideration, as the case may be, will be payable to the holders entitled thereto, together with accrued and unpaid interest to, but excluding the applicable settlement date.
The offer commenced on February 5, 2004 and will expire at 5:00 p.m., New York City time, on March 5, 2004, unless extended or earlier terminated.
Lehman Brothers is acting as the sole dealer manager for the tender offer and solicitation agent for the consent solicitation. The information agent and the tender agent for the tender offer and consent solicitation is D. F. King & Co., Inc.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Securities. The offer is made only by the Offer to Purchase and Consent Solicitation Statement dated February 5, 2004. Requests for documentation should be directed to D. F. King & Co., Inc. at (888) 567-1626 (banks and brokers may also call (212) 269-5550 (collect)). Questions regarding the tender offer and consent solicitation should be directed to Lehman Brothers at (800) 438-3242 or (212) 528-7581 (collect).
The Company’s obligation to purchase the tendered Securities is conditioned upon the satisfaction or waiver of various conditions. The offer and the solicitation are not subject to any financing condition or minimum condition. Watson intends to use cash on hand to fund the purchase of the Securities and the fees associated with the tender offer and consent solicitation.
About Watson Pharmaceuticals, Inc.
Watson Pharmaceuticals, Inc., headquartered in Corona, California, is a leading specialty pharmaceutical company that develops, manufactures, markets, sells and distributes branded and generic pharmaceutical products. Watson pursues a growth strategy combining internal product development, strategic alliances and collaborations and synergistic acquisitions of products and businesses.
For press releases and other company information, visit Watson Pharmaceutical’s Web site at http://www.watsonpharm.com/.
Forward-Looking Statement
Statements contained in this press release that refer to future events or other non-historical facts about Watson are forward-looking statements that reflect Watson’s current perspective of existing trends and information as of the date of this release. Except as expressly required by law, Watson disclaims any intent or obligation to update these forward-looking statements. These forward-looking statements involve risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from Watson’s current expectations depending upon a number of factors affecting Watson’s business. These factors include, among others, the timing and success of the tender offer for the Company’s Securities, and other risks and uncertainties detailed in Watson’s most recent filings with the Securities and Exchange Commission, including Watson’s Annual Report on Form 10-K for the year ended December 31, 2002 and its Quarterly Report on Form 10-Q for the quarters ended March 31, June 30, and September 30, 2003.
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CONTACT: investors, Patty Eisenhaur, +1-909-493-5611, or media, ChrisEso, +1-909-493-4013, both of Watson Pharmaceuticals, Inc.
Web site: http://www.watsonpharm.com/