Mylan Laboratories Inc · 425 · King Pharmaceuticals Inc · On 1/12/05

Filed On 1/12/05 11:38am ET   ·   SEC File 1-15875   ·   Accession Number 950128-5-13

Business-Combination Transaction Communication   ·   Rule 425
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Mylan Laboratories, Inc.                               3     18K 

Document Table of Contents

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                                              FILED BY MYLAN LABORATORIES INC.
                         PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
                                      AND DEEMED FILED PURSUANT TO RULE 14A-12
                     UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED

                                  SUBJECT COMPANY:  KING PHARMACEUTICALS, INC.
                                                 COMMISSION FILE NO.:  0-24425

         This filing relates to a planned acquisition by Mylan Laboratories Inc.
("Mylan") of King Pharmaceuticals, Inc. ("King"), pursuant to the terms of an   
Agreement and Plan of Merger, dated as of July 23, 2004 (the "Merger            
Agreement"), by and among Mylan, Summit Merger Corporation (a wholly-owned      
subsidiary of Mylan) and King. The Merger Agreement is on file with the U.S.    
Securities and Exchange Commission as an exhibit to the joint proxy             
statement/prospectus on Form S-4 filed by Mylan on September 3, 2004, and is    
incorporated by reference into this filing.                                     

 * * *

FOR IMMEDIATE RELEASE               CONTACTS:  Heather Bresch (Public Relations)
                                     Mylan Laboratories Inc.
                          724.514.1800

                                            Kris King (Investor Relations)
                                     Mylan Laboratories Inc.
                          724.514.1800

MYLAN COMMENTS ON KING TRANSACTION

Pittsburgh, PA - January 12, 2005 - Mylan Laboratories Inc. (NYSE: MYL)         
commented today on the status of its pending acquisition of King                
Pharmaceuticals, Inc.                                                           

Mylan's Vice Chairman and CEO, Robert J. Coury, stated, "In connection with our 
ongoing reviews of King and our proposed acquisition of King, we continue to    
assess King's statements that it will restate its previously reported financial 
results for 2002, 2003 and the first six months of 2004 and that it is          
evaluating whether financial results for any earlier periods require            
restatement. As previously announced, any restatement of King's financial       
statements results in a failure to satisfy a condition of Mylan's obligation to 
close the acquisition of King.                                                  

"While we are monitoring and reviewing these accounting issues and a number of  
other matters concerning King, in light of timing issues, we believe that it is 
highly unlikely that the parties would be able to consummate the merger         
contemplated by our merger agreement with King by February 28, 2005, which is   
the date in the merger agreement after which generally either Mylan or King may 
terminate the agreement.                                                        

"Also, in light of our ongoing review, we believe that it is unlikely that Mylan
will consummate the acquisition of King on the terms, including the economic    
terms, set forth in the existing merger agreement. While our continued study may
lead to a renegotiation of the existing merger agreement, there can be no       
assurance that a revised agreement will be reached or that any transaction will 
occur. Until a resolution is reached, Mylan intends to have no further comment  
on this situation."                                                             

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Mylan Laboratories Inc. is a leading pharmaceutical company with four           
subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc., UDL          
Laboratories, Inc., and Mylan Bertek Pharmaceuticals Inc., that develop,        
license, manufacture, market and distribute an extensive line of generic and    
proprietary products.                                                           

For more information about Mylan, visit www.mylan.com.                          

Forward-Looking Statements:                                                     

This release may include statements that constitute "forward-looking            
statements," including with regard to pending King acquisition, any             
renegotiation of the existing merger agreement or any termination of the        
existing merger agreement. These statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Because such
statements inherently involve risks and uncertainties, actual future results may
differ materially from those expressed or implied by such forward-looking       
statements. Factors that could cause or contribute to such differences include, 
but are not limited to: the satisfaction of conditions to closing the King      
acquisition; other uncertainties and matters beyond the control of management of
both Mylan and King; and the other risks detailed in the periodic filings filed 
by Mylan and by King with the Securities and Exchange Commission (the "SEC").   
Neither Mylan nor King undertakes any obligation to update these statements for 
revisions or changes after the date of this release.                            

Additional Information About the Merger and Where To Find It:                   

In connection with the proposed merger of a wholly-owned subsidiary of Mylan    
with and into King (the "Merger"), Mylan and King filed with the SEC on         
September 3, 2004, a joint proxy statement/prospectus on Form S-4 that contains 
important information about the Merger. These materials are not yet final and   
will be amended. Investors and security holders of Mylan and King are urged to  
read the joint proxy statement/prospectus filed, and any other relevant         
materials filed by Mylan or King because they contain, or will contain,         
important information about Mylan, King and the Merger. The preliminary         
materials filed on September 3, 2004, the definitive versions of these materials
and other relevant materials (when they become available) and any other         
documents filed by Mylan or King with the SEC, may be obtained for free at the  
SEC's website at www.sec.gov . Investors and shareholders of Mylan and King may 
also read and copy any reports, statements and other information filed by Mylan 
and King with the SEC at the SEC public reference room at 450 Fifth Street, N.W.
Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or     
visit the SEC's website for further information on its public reference room. In
addition, the documents filed with the SEC by Mylan may be obtained free of     
charge by directing such request to: Mylan Laboratories Inc., Attention:        
Investor Relations, 1500 Corporate Drive, Canonsburg, PA 15317, or from Mylan's 
website at http://www.mylan.com. The documents filed with the SEC by King may be
obtained free of charge by directing such request to: King Pharmaceuticals,     
Inc., Attn: Corporate Affairs, 501 Fifth Street, Bristol, TN 37620, or from     
King's website at http://www.kingpharm.com. Investors and security holders are  
urged to read the joint proxy statement/prospectus and the other relevant       
materials when such other materials become available before making any voting or
investment decision with respect to the proposed transaction.                   

Mylan, King and their respective executive officers and directors may be deemed 
to be participants in the solicitation of proxies from the shareholders of Mylan
and King in favor of the acquisition. Information about the executive officers  
and directors of Mylan and their ownership                                      

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of Mylan common stock is set forth in the proxy statement for Mylan's 2004      
Annual Meeting of Shareholders, which was filed with the SEC on June 28, 2004.  
Information about the executive officers and directors of King and their        
ownership of King common stock is set forth in the proxy statement for King's   
2003 Annual Meeting of Shareholders, which was filed with the SEC on September  
19, 2003. Investors and shareholders may obtain more detailed information       
regarding the direct and indirect interests of Mylan, King and their respective 
executive officers and directors in the acquisition by reading the joint proxy  
statement/prospectus regarding the acquisition, which is included in the        
Registration Statement on Form S-4 filed by Mylan with the SEC on September 3,  
2004.                                                                           

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 425 Filing		Date		First		Last			Other Filings
		9/19/03		3					DEF 14A
		6/28/04		3					11-K, 8-K, DEF 14A
		7/23/04		1					8-K
		9/3/04		1		3			8-K, S-4
Filed On / Filed As Of		1/12/05		1					DFAN14A
		2/28/05		1					8-K, DFAN14A, SC 13D, SC 13D/A
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