Attached files

file filename
S-1 - FORM S-1 - K-V Pharmaceutical Cods1.htm
EX-5.1 - OPINION OF THOMPSON COBURN LLP - K-V Pharmaceutical Codex51.htm
EX-99.3 - FORM OF LETTER TO CLIENTS - K-V Pharmaceutical Codex993.htm
EX-99.4 - FORM OF NOTICE OF GUARANTEED DELIVERY - K-V Pharmaceutical Codex994.htm
EX-23.3 - CONSENT OF KPMG LLP, - K-V Pharmaceutical Codex233.htm
EX-25.1 - FORM T-1 - K-V Pharmaceutical Codex251.htm
EX-99.1 - FORM OF LETTER OF TRANSMITTAL - K-V Pharmaceutical Codex991.htm
EX-12.1 - STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES - K-V Pharmaceutical Codex121.htm
EX-99.5 - FORM OF INSTRUCTIONS FROM BENEFICIAL OWNER - K-V Pharmaceutical Codex995.htm
EX-23.2 - CONSENT OF BDO USA - K-V Pharmaceutical Codex232.htm
EX-10.40 - ASSET PURCHASE AGREEMENT - K-V Pharmaceutical Codex1040.htm

Exhibit 99.2

K-V PHARMACEUTICAL COMPANY

OFFER TO EXCHANGE

ALL OUTSTANDING PRIVATELY PLACED 12% SENIOR SECURED NOTES

DUE 2015 ISSUED ON MARCH 17, 2011

FOR AN EQUAL AMOUNT OF ITS 12% SENIOR SECURED NOTES DUE 2015

WHICH HAVE BEEN REGISTERED

UNDER THE SECURITIES ACT OF 1933, AS AMENDED

, 2011

To Brokers, Dealers, Commercial Banks,

Trust Companies and other Nominees:

As described in the enclosed Prospectus, dated                      , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), K-V Pharmaceutical Company (the “Company”), and certain subsidiaries of the Company (the “Guarantors”), are offering to exchange (the “Exchange Offer”) up to $225,000,000 aggregate principal amount of the Company’s 12% Senior Secured Notes due 2015 that have been registered under the Securities Act of 1933, as amended, as guaranteed by the Guarantors (collectively, the “Post-Exchange Securities”), for any and all of its outstanding 12% Senior Secured Notes due 2015 issued on March 17, 2011, guaranteed by the Guarantors (collectively, the “Pre-Exchange Securities”) in integral multiples of $1,000 upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Post-Exchange Securities are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Pre-Exchange Securities for which they may be exchanged pursuant to the Exchange Offer, except that the Post-Exchange Securities are freely transferable by holders thereof. The Pre-Exchange Securities are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Post-Exchange Securities will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Post-Exchange Securities issued in the Exchange Offer in exchange for the Old Guarantees of the Pre-Exchange Securities for which such Post-Exchange Securities are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Post-Exchange Securities” include the related New Guarantees and references to the “Pre-Exchange Securities” include the related Old Guarantees. The Company will accept for exchange any and all Pre-Exchange Securities properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD PRE-EXCHANGE SECURITIES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.

Enclosed are copies of the following documents:

 

  1. The Prospectus;

 

  2. The Letter of Transmittal for your use in connection with the tender of Pre-Exchange Securities and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);

 

  3. A form of Notice of Guaranteed Delivery; and

 

  4. A form of letter, including a Letter of Instructions, which you may use to correspond with your clients for whose accounts you hold Pre-Exchange Securities held registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer.

Your prompt action is requested. Please note that the Exchange Offer will expire at 5:00 p.m., New York City time, on                      , 2011 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.

To participate in the Exchange Offer, certificates for Pre-Exchange Securities, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Pre-Exchange Securities into the account of Wilmington Trust FSB (the “Exchange Agent”), at the book-entry transfer facility, with any required

signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.

 

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The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Pre-Exchange Securities pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Pre-Exchange Securities to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

If holders of the Pre-Exchange Securities wish to tender, but it is impracticable for them to forward their Pre-Exchange Securities prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

 

Very truly yours,
K-V PHARMACEUTICAL COMPANY

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

 

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