Abbott Laboratories Commences Tender Offer for All Outstanding Shares of Kos Pharmaceuticals, Inc.
November 14 2006 - 1:45PM
PR Newswire (US)
ABBOTT PARK, Ill., Nov. 14 /PRNewswire-FirstCall/ -- Abbott
Laboratories (NYSE:ABT) today announced the commencement of its
cash tender offer for all outstanding shares of common stock of Kos
Pharmaceuticals, Inc. (NASDAQ:KOSP) for $78 per share. The tender
offer is being made pursuant to an Offer to Purchase, dated Nov.
14, 2006, and in connection with the Agreement and Plan of Merger,
dated as of Nov. 5, 2006, as amended, by and among Abbott,
Parthenon Acquisition Corp., a wholly owned subsidiary of Abbott,
and Kos, which Abbott and Kos announced on Nov. 6, 2006. The tender
offer is scheduled to expire at 12:00 midnight, New York City time,
on Tuesday, Dec. 12, 2006, unless the tender offer is extended. The
consummation of the tender offer is subject to receipt of a
sufficient number of Kos shares that, when combined with the Kos
shares owned by Kos Investments, Inc. ("Kos Investments") (which
Abbott will be acquiring separately), equals at least a majority of
the Kos shares (on a fully-diluted basis). If Kos' board of
directors withdraws its recommendation of the tender offer, then
consummation of the tender offer also requires that holders of a
majority of the Kos shares owned by shareholders other than Kos'
controlling shareholder and certain other parties identified in the
Offer to Purchase tender their shares to Abbott. The consummation
of the tender offer is also subject to expiration or termination of
the waiting period under the Hart- Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and other conditions
specified in the offer documents. Following completion of the
tender offer and, if required, receipt of shareholder approval,
Abbott expects to consummate a merger in which remaining Kos
shareholders will receive the same cash price per share as paid in
the tender offer. As part of the transaction with Kos, Abbott has
entered into an agreement with Michael Jaharis and certain other
shareholders of Kos that are affiliated with or related to Mr.
Jaharis, pursuant to which such shareholders have committed to
accept the tender offer and to tender all Kos shares owned by them,
which represents approximately 35 percent of the outstanding
shares. In addition, Abbott has entered into a stock purchase
agreement with Michael Jaharis and the other owners of Kos
Investments, pursuant to which Abbott will, concurrently with the
closing of the tender offer, purchase all of the outstanding stock
of Kos Investments, which directly and through a wholly owned
subsidiary owns approximately 18 percent of the Kos shares. The
Depositary for the tender offer is American Stock Transfer &
Trust Company, Operations Center, Attn: Reorganization Department,
P.O. Box 2042, New York, NY 10272-2042. The Dealer Manager for the
tender offer is Banc of America Securities LLC, 9 West 57th Street,
New York, NY 10019. The Information Agent for the tender offer is
Georgeson Inc., 17 State Street, 10th Floor, New York, NY 10004.
About Abbott Abbott is a global, broad-based health care company
devoted to the discovery, development, manufacture and marketing of
pharmaceuticals and medical products, including nutritionals,
devices and diagnostics. The company employs 65,000 people and
markets its products in more than 130 countries. Abbott's news
releases and other information are available on the company's Web
site at http://www.abbott.com/ . Additional Information This press
release is neither an offer to purchase nor a solicitation of an
offer to sell securities. The tender offer is being made pursuant
to a tender offer statement and related materials. Kos shareholders
are advised to read the tender offer statement and related
materials, which will be filed by Abbott with the U.S. Securities
and Exchange Commission (the "SEC"). The tender offer statement
(including the Offer to Purchase, letter of transmittal and related
tender offer documents) and the solicitation/recommendation
statement to be filed by Kos with the SEC will contain important
information which should be read carefully before any decision is
made with respect to the tender offer. These documents will be
available at no charge at the SEC's Web site at http://www.sec.gov/
. The tender offer statement and related materials may be obtained
for free by directing a request by mail to Georgeson Inc., 17 State
Street, 10th Floor, New York, NY 10004, or by calling toll-free
(800) 223-2064, and may also be obtained from Abbott by directing a
request by mail to Abbott, 100 Abbott Park Road, Dept. 362,
Building AP6D-2, Abbott Park, IL 60064-6048, Attn: Investor
Relations, Telephone: (847) 935-8908. Private Securities Litigation
Reform Act of 1995 - A Caution Concerning Forward-Looking
Statements Some statements in this news release may be
forward-looking statements for purposes of the Private Securities
Litigation Reform Act of 1995. Abbott cautions that these
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those
indicated in the forward-looking statements including: the tender
offer may not be completed or the merger may not be consummated for
reasons including because conditions precedent to the completion of
the acquisition may not be satisfied. Economic, competitive,
governmental, technological and other factors that may affect
Abbott's operations are discussed in Item 1A, "Risk Factors," and
Exhibit 99.1 to Abbott's Annual Report on SEC Form 10-K for the
year ended Dec. 31, 2005 and in Item 1A, "Risk Factors," to
Abbott's Quarterly Report on SEC Form 10-Q for the period ended
March 31, 2006, and are incorporated by reference. Abbott
undertakes no obligation to release publicly any revisions to
forward-looking statements as the result of subsequent events or
developments. DATASOURCE: Abbott Laboratories CONTACT: Media,
Jonathon Hamilton, +1-847-935-8646, or Financial Community,
Investor Relations, +1-847-935-8908, of Abbott Laboratories Web
site: http://www.abbott.com/ Company News On-Call:
http://www.prnewswire.com/comp/110328.html
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