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Jones Pharma Incorporated

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Jones Pharma Incorporated, 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. Jones' strategy has been to build a portfolio of growing products through the acquisition of under-promoted, promotion sensitive FDA approved products from other pharmaceutical companies. 
 
About half of their sales are generated by the thyroid-disorder drugs Levoxyl, Tapazole, Triostat, and Cytomel.  Their other products include Thrombin for controlling blood loss during surgery, Brevital Sodium, an anesthetic, and veterinary pharmaceuticals, Soloxine, Tussigon, and Pancrezyme.
 
Jones was ranked number one in ten 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 ten years.
 
In the event the merger is terminated by either company, King and Jones have agreed that, in certain circumstances, a 100 million cash termination fee will be paid by the terminating party.  Jones may elect not to proceed with the transaction if the average closing price of King common stock falls below 29.33 per share, unless King elects to increase the exchange ratio to a number equal to the average trading price divided by 33.00 dollar per share. 
 
For purposes of the foregoing, the average trading price will be computed by taking the volume-weighted average sales price per share as reported on the New York Stock Exchange during the twenty consecutive trading days ending with and including the sixth trading day immediately preceding Jones' shareholders meeting.
 
Jones Pharma Incorporated announced today that they have entered into a definitive agreement to merge the two companies in a stock for stock transaction.  The merger represents the combination of two of the premier specialty pharmaceutical companies and results in a company with a diversified therapeutic portfolio with multiple, rapidly growing products.

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