Dainippon Sumitomo Pharma Co., Ltd. & Sepracor Inc. Announce Successful Tender Offer & Commencement of Subsequent Offering Pe...
October 14 2009 - 3:01AM
Business Wire
Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc.
(“Sepracor”) (NASDAQ: SEPR) today announce the successful
completion of the tender offer by DSP’s indirect wholly-owned
subsidiary, Aptiom, Inc. (“Offeror”), to acquire all outstanding
shares of common stock of Sepracor for $23.00 per share in cash.
The initial offering period expired, as scheduled, at 12:00
midnight, New York City time, at the end of the day on Tuesday,
October 13, 2009. The depositary for the tender offer has advised
DSP that, as of the expiration of the initial offering period, a
total of approximately 86,913,744 shares (excluding shares tendered
through notices of guaranteed delivery) were validly tendered to
Offeror and not properly withdrawn, representing approximately
78.2% of the shares outstanding. 13,881,625 additional shares were
tendered through notices of guaranteed delivery. Offeror has
accepted all shares that were validly tendered and not properly
withdrawn during the initial offering period. Payment for such
shares will be made promptly, in accordance with the terms of the
offer.
DSP also announced that Offeror will provide a subsequent
offering period for all remaining shares of Sepracor common stock
to permit stockholders who have not yet tendered their shares to do
so. This subsequent offering period will expire at 5:00 p.m., New
York City time, on Monday, October 19, 2009. The same $23.00 per
share cash consideration offered during the initial offering period
will be paid to holders of Sepracor’s common stock who tender their
shares during the subsequent offering period. The procedures for
tendering shares during the subsequent offering period are the same
as during the initial offering period, except that (i) the
guaranteed delivery procedures may not be used during the
subsequent offering period and (ii) shares tendered during the
subsequent offering period may not be withdrawn.
Additional Information and Where to Find It
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER
TO SELL SEPRACOR’S COMMON STOCK. THE TENDER OFFER IS BEING MADE
PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER RELATED TENDER
OFFER MATERIALS) THAT WAS FILED BY OFFEROR WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC) ON SEPTEMBER 15, 2009. THESE MATERIALS
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
FILED WITH THE SEC BY SEPRACOR ON SEPTEMBER 15, 2009, AS THEY HAVE
BEEN AMENDED AND SUPPLEMENTED AND MAY FURTHER BE AMENDED AND
SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION,
INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT SHOULD BE
READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. INVESTORS AND STOCKHOLDERS CAN OBTAIN A FREE COPY OF
THESE MATERIALS AND OTHER DOCUMENTS FILED BY OFFEROR WITH THE SEC
AT THE WEBSITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. THE TENDER OFFER MATERIALS
MAY ALSO BE OBTAINED FOR FREE BY CONTACTING THE INFORMATION AGENT
FOR THE TENDER OFFER, GEORGESON INC., AT 1-212-440-9800 FOR BANKS
AND BROKERS AND TOLL FREE AT 1-888-877-5330 FOR STOCKHOLDERS AND
ALL OTHERS, OR BY WRITING TO 199 WATER STREET, 26TH FLOOR, NEW
YORK, NY 10038. INVESTORS AND SECURITY HOLDERS MAY ALSO OBTAIN FREE
COPIES OF THESE DOCUMENTS THAT ARE FILED WITH THE SEC FROM SEPRACOR
AT HTTP://WWW.SEPRACOR.COM.
About DSP
DSP is a multi-billion dollar, top-ten listed pharmaceutical
company in Japan with a diverse portfolio of pharmaceutical, animal
health and food and specialty products. DSP’s strong research and
development presence in the areas of central nervous system,
diabetes, cardiovascular disease, and inflammation/allergy, is
based on the merger in 2005 between Sumitomo Pharmaceuticals Co.,
Ltd., and Dainippon Pharmaceutical Co., Ltd. Today, DSP has
approximately 5,000 employees worldwide. Additional information
about DSP is available through its corporate web site at
http://www.ds-pharma.co.jp.
About Sepracor
Sepracor is a fully integrated specialty pharmaceutical company
dedicated to treating and preventing human disease by discovering,
developing and commercializing innovative pharmaceutical products
that are directed toward serving large and growing markets and
unmet medical needs. Sepracor’s drug development, corporate
development, and licensing efforts have yielded a portfolio of
pharmaceutical products and candidates with a focus on respiratory
and central nervous system disorders. Sepracor’s currently marketed
products in the U.S. include LUNESTA® brand eszopiclone, XOPENEX®
brand levalbuterol HCl Inhalation Solution, XOPENEX HFA® brand
levalbuterol tartrate Inhalation Aerosol, BROVANA® brand
arformoterol tartrate Inhalation Solution, OMNARIS® brand
ciclesonide Nasal Spray and ALVESCO® brand ciclesonide HFA
Inhalation Aerosol. Sepracor’s wholly owned subsidiary, Sepracor
Pharmaceuticals, Inc., markets several additional products in
Canada that are focused in the cardiovascular, central nervous
system, pain and infectious disease therapeutic areas. Sepracor has
approximately 2,100 employees worldwide. Additional information
about Sepracor is available through its corporate web site at
http://www.sepracor.com.
Forward-Looking Statements
This announcement contains forward-looking statements that
involve significant risks and uncertainties. All statements that
are not historical facts are forward-looking statements, including:
statements that are preceded by, followed by, or that include the
words “believes,” “anticipates,” “plans,” “expects”, “could”,
“should” or similar expressions; statements regarding the
anticipated timing of filings and approvals relating to the
transaction; statements regarding the expected timing of the
completion of the transaction; statements regarding the ability to
complete the transaction considering the various closing
conditions; statements regarding the anticipated timing of payment
for shares validly tendered and not properly withdrawn in the
offer; and any statements of assumptions underlying any of the
foregoing. All estimated or anticipated future results, product
performance or other non-historical facts are forward-looking and
reflect DSP’s or Sepracor’s (as applicable) current perspective on
existing trends and information. Investors and security holders are
cautioned not to place undue reliance on these forward-looking
statements. Actual results could differ materially from those
currently anticipated due to a number of risks and uncertainties
that are subject to change based on factors that are, in many
instances, beyond Sepracor’s or DSP’s control. Risks and
uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing of the tender offer and
merger; uncertainties as to how many Sepracor stockholders will
tender their shares in the offer; the risk that competing offers
will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; the effects of disruption
from the transaction making it more difficult to maintain
relationships with employees, licensees, other business partners or
governmental entities, other business effects, including the
effects of industry, economic or political conditions outside of
Sepracor’s or DSP’s control; transaction costs; actual or
contingent liabilities; or other risks and uncertainties discussed
in documents filed with the U.S. Securities and Exchange Commission
by Sepracor, as well as the tender offer documents filed by Offeror
and the Solicitation/Recommendation Statement filed by Sepracor.
Accordingly, no assurances can be given that any of the events
anticipated by the forward-looking statements will occur or, if any
of them do, what impact they will have on either Sepracor’s or
DSP’s results of operations or financial condition. Neither
Sepracor nor DSP undertakes any obligation to update or revise any
forward-looking statements as a result of new information, future
developments or otherwise.
Lunesta, Xopenex, Xopenex HFA and Brovana are registered
trademarks of Sepracor Inc. Omnaris and Alvesco are registered
trademarks of Nycomed GmbH.
For a copy of this release or any
recent release, visit Sepracor’s web site at
http://www.sepracor.com.
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