King Pharmaceuticals and Jones Pharma Inc. Schedule Special Shareholder Meetings for Aug. 31, 2000.Business Editors, Health/Medical Writers BRISTOL, Tenn. & ST. LOUIS, Mo.--(BUSINESS WIRE)--Aug. 3, 2000 King Pharmaceuticals King Pharmaceuticals (NYSE: KG), the world's 39th largest pharmaceutical company, is based in Bristol, Tennessee.[1][2] King produces a wide range of pharmaceuticals, including Altace for heart attack prevention, Levoxyl for hypothyroidism, Sonata, a Inc. (NYSE NYSE See: New York Stock Exchange :KG) and Jones Pharma Inc. (Nasdaq:JMED JMED Japan Medical Devices Manufacturers Association (also seen as JFMDA) JMED Jungle Message Encoder-Decoder ) announced today that each company has scheduled a special meeting of shareholders related to the previously announced merger of the two companies in a stock-for-stock transaction. The record date is Aug. 10, 2000, for determining shareholders eligible to vote at both King's and Jones' special meeting of shareholders. King will hold its special meeting of shareholders at 10 a.m. on Thursday, Aug. 31, 2000, at The New York Palace
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of . Jones' special meeting of shareholders will be held at 10 a.m. on Thursday, Aug. 31, 2000, at The St. Regis Hotel, 2 East 55th St., New York. The merger represents the combination of two premier specialty pharmaceutical companies and results in a company with a diversified therapeutic portfolio of branded prescription pharmaceutical products. 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. The transaction is expected to be accounted for as a tax-free pooling of interests Pooling of Interests An accounting method, used in mergers and acquisitions, where the balance sheet items of the two companies are simply added together. Notes: The opposite of pooling of interests is the purchase acquisition method. 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. John M. Gregory, chairman and chief executive officer of King, stated, "We continue to move forward toward completion of our proposed merger with Jones which we believe is a beneficial transaction for the shareholders of both companies. The proposed merger will provide King with a more diversified portfolio of branded pharmaceutical products with growth potential and a combined sales force of over 400 representatives providing potential synergies in the expanded marketing of our products." Gregory added, "Moreover, Jones continues its successful track record of revenue and earnings growth as evidenced by Jones' recently reported 77 percent increase in diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of to 30 cents and 65 percent increase in sales revenue to $51.6 million for the second quarter of 2000, as compared to the second quarter of 1999." Jones Pharma Inc., founded in 1981, is an emerging specialty pharmaceutical company with a national sales force of 123 dedicated sales representatives who promote Jones' products throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Jones' strategy has been to build a portfolio of growing products through the acquisition of under-promoted, promotion sensitive FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. approved products from other pharmaceutical companies. About half of Jones' sales are generated by the thyroid-disorder drugs, Levoxyl(R), Tapazole(R), Triostat(R), and Cytomel(R). Jones' other products include Thrombin-JMI(R) for controlling blood loss during surgery; Brevital Sodium(R), an anesthetic anesthetic Agent that produces a local or general loss of sensation, including pain, and therefore is useful in surgery and dentistry. General anesthesia induces loss of consciousness, most often using hydrocarbons (e.g. ; and veterinary pharmaceuticals, Soloxine(R), Tussigon(R), and Pancrezyme(R). In early 2000, Jones' 574 percent 10-year sales growth and 1,633 percent 10-year earnings growth were recognized by the Wall Street Journal's Fifth Annual Shareholder Scoreboard. Jones was ranked number one in 10-year shareholder return when compared to its peers within the pharmaceutical sector. When compared to America's top 1,000 companies in 76 industries, Jones Pharma was ranked 23rd in five-year shareholder return. In addition, Jones was named by Forbes in November 1999 as one of the "200 Best Small Companies in America" for seven of the last 10 years. King, headquartered in Bristol, is a vertically integrated pharmaceutical company that manufactures, markets, and sells primarily branded prescription pharmaceutical products. King seeks to capitalize on Cap´i`tal`ize on` v. t. 1. To turn (an opportunity) to one's advantage; to take advantage of (a situation); to profit from; as, to capitalize on an opponent's mistakes s>. niche opportunities in the pharmaceutical industry created by cost containment cost containment, n the features of a dental benefits program or of the administration of the program designed to reduce or eliminate certain charges to the plan. initiatives and consolidation among large global pharmaceutical companies. King's strategy is to acquire branded pharmaceutical products and to increase their sales by focused promotion and marketing and through product life cycle management. This release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. which reflect management's current views of future events and operations. These forward-looking statements involve certain significant risks and uncertainties, and actual results may differ materially from the forward-looking statements. Some important factors which may cause results to differ include: the ability of King and Jones to consummate the contemplated merger described above, including approval by the shareholders of both King and Jones, management of King's growth and integration of its acquisitions, specifically including, but not limited to, the contemplated merger, the ability of King to realize potential synergies from the contemplated merger, significant leverage and debt service requirements of King, dependence on King's ability to continue to acquire branded products, dependence on sales of King's products, the high cost and uncertainty of research, clinical trials, and other development activities involving pharmaceutical products, and the unpredictability of the duration and results of the U.S. Food and Drug Administration's review of New Drug Applications and other filings and/or the review of other regulatory agencies regulatory agency Independent government commission charged by the legislature with setting and enforcing standards for specific industries in the private sector. The concept was invented by the U.S. worldwide. Other important factors which may cause results to differ materially from the forward-looking statements are discussed in various sections of King's and Jones' latest Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission, including King's Form S-4 as filed with the Securities and Exchange Commission on July 28, 2000. King does not undertake to publicly update or revise any of its forward-looking statements even if experience or future changes show that the indicated results or events will not be realized. |
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