EXHIBIT (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY FOR
TENDER OF SHARES OF CLASS A COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
ALPHARMA INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 10, 2008, UNLESS THE OFFER IS EXTENDED.
As set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase (as defined below), this form or one substantially equivalent hereto must be used to accept the Offer (as defined below) if (i) certificates (“Share Certificates”) representing shares of Class A Common Stock, par value $0.20 per share (the “Shares”), of Alpharma Inc., a Delaware corporation (“Alpharma”), or if applicable, certificates (“Rights Certificates”) for the associated rights to purchase shares of Series B Junior Participating Preferred Stock, par value $1.00 per share, of Alpharma (the “Rights”) issued pursuant to the Rights Agreement, dated as of September 1, 2008 (as amended from time to time, the “Rights Agreement”), by and between Alpharma and Computershare Trust Company, N.A., as Rights Agent, are not immediately available (including, without limitation, if the Distribution Date (as defined in Section 11 — “Purpose of the Offer and the Proposed Merger; the Rights Condition; Appraisal Rights; ‘Going-Private’ Transactions” of the Offer to Purchase) has occurred, but Rights Certificates have not yet been distributed); are not immediately available; (ii) the procedures for book-entry transfer for all required documents cannot be completed on a timely basis or (iii) time will not permit all required documents to reach Mellon Investor Services LLC, as Depositary (the “Depositary”), prior to the Expiration Date (as defined in Section 1 — “Terms of the Offer; Expiration Date” of the Offer to Purchase). Unless the context otherwise requires, all references herein to “Shares” shall be deemed to include the associated Rights, and all references herein to the “Rights” shall be deemed to include the benefits that may inure to holders of Rights pursuant to the Rights Agreement. This form may be delivered by hand to the Depositary or transmitted by telegram, facsimile transmission or mailed to the Depositary and must include a guarantee by an Eligible Institution (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase). See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.
The Depositary for the Offer is:
MELLON INVESTOR SERVICES LLC
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By Mail:
P.O. Box 3001
South Hackensack, NJ 07606
Attn: Reorganization Dept.
| | By Facsimile Transmission:
(For Eligible Institutions Only)
(201) 680-4626
Confirmation Receipt of Facsimile by Telephone Only:
(201) 680-4860 | | By Hand or Overnight Delivery:
Newport Office Center VII
480 Washington Boulevard
Mail Drop — Reorg.
Attn: Reorganization Dept., 27th Flr.
Jersey City, NJ 07310 |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED.
Ladies and Gentlemen:
The undersigned hereby tenders to Albert Acquisition Corp., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of King Pharmaceuticals, Inc., a Tennessee corporation, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase dated September 12, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), receipt of which is hereby acknowledged, the number of Shares set forth below, all pursuant to the guaranteed delivery procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares” of the Offer to Purchase.
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Certificate Nos. (if available) (Please type or print): | | |
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Name of Holders: | | If shares will be delivered by book-entry transfer, fill in the applicable account number below: |
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Number of Share(s): | | |
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Address: | | |
| | | The Depository Trust Company (DTC) |
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| Area Code(s) and Telephone Number(s) | | Transaction Code Number |
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees to deliver to the Depositary either the certificates representing the Shares tendered hereby, in proper form for transfer, or a Book-Entry Confirmation (as defined in Section 2 — “Acceptance for Payment and Payment” of the Offer to Purchase) with respect to such Shares, together with a Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, together with any required signature guarantees, or an Agent’s Message (as defined in Section 2 — “Acceptance for Payment and Payment” of the Offer to Purchase), and any other required documents, within (a) three NYSE trading days after the date hereof or (b) in the case of the Rights, a period ending on the later of (i) three NYSE trading days after the date hereof and (ii) three business days after the date Rights Certificates are distributed to the stockholders by Alpharma.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
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| Area Code and Telephone Number: | |
Dated: , 2008
DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE OF GUARANTEED DELIVERY. CERTIFICATES FOR SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
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The Depositary for the Offer is:
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| By Mail | | By Facsimile Transmission: | | By Hand or Overnight Delivery: |
| P.O. Box 3001 | | (For Eligible Institutions Only) | | Newport Office Center VII |
| South Hackensack, NJ 07606 | | (201) 680-4626 | | 480 Washington Boulevard |
| Attn: Reorganization Dept. | | | | Mail Drop—Reorg. |
| | | Confirmation Receipt of Facsimile | | Attn: Reorganization Dept., 27th Flr. |
| | | by Telephone Only: | | Jersey City, NJ 07310 |
| | | (201) 680-4860 | | |
Questions and requests for assistance may be directed to the Information Agent or the Dealer Manager at their respective addresses set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from the Dealer Manager or the Information Agent. You may also contact your broker, dealer, bank, trust company or other nominee for assistance concerning the Offer.
The Information Agent for the Offer is:
501 Madison Avenue
New York, New York 10022
Banks and Brokers Call Collect:
(212) 750-5833
All Others Please Call Toll-free:
(877) 687-1875
The Dealer Manager for the Offer is:
11 Madison Avenue
New York, New York10010-3643
(888) 537-4896
