- Amended Statement of Ownership: Solicitation (SC 14D9/A)
October 14 2009 - 6:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
SOLICITATION/RECOMMENDATION
STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Sepracor Inc.
(Name of Subject Company)
Sepracor Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.10 per
share, and the
Associated Preferred Stock Purchase Rights
(Title of Class of Securities)
817315104
(CUSIP Number of Class of Securities)
Andrew I. Koven, Esq.
Executive Vice President, General
Counsel and Corporate Secretary
Sepracor Inc.
84
Waterford Drive
Marlborough, Massachusetts
01752
(508)
481-6700
(Name, address and
telephone numbers of person authorized to receive notices
and communications on behalf of the persons
filing statement)
Copies
to:
William
J. Grant, Jr.
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Hal
J. Leibowitz
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Russell
L. Leaf
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Susan
W. Murley
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Adam
M. Turteltaub
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Lia
Der Marderosian
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Willkie
Farr & Gallagher LLP
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Wilmer
Cutler Pickering Hale and Dorr LLP
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787
Seventh Avenue
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60
State Street
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New
York, New York 10019
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Boston,
MA 02109
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Telephone:
(212) 728-8000
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Telephone:
(617) 526-6000
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Facsimile:
(212) 728-8111
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Facsimile:
(671) 526-5000
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o
Check the box if the filing relates solely to
preliminary communications made before the commencement of a tender offer.
This Amendment No. 3 (this
Amendment No. 3
)
amends and supplements Items 8 and 9 in the Solicitation/Recommendation
Statement on Schedule 14D-9 initially filed with the U.S. Securities and
Exchange Commission on September 15, 2009, by Sepracor Inc., a Delaware
corporation (the
Company
), as amended or supplemented from time to
time (the
Schedule 14D-9
). The
Schedule 14D-9 relates to the cash tender offer by Aptiom, Inc. (
Merger
Sub
), a Delaware corporation and an indirect wholly owned subsidiary of
Dainippon Sumitomo Pharma Co., Ltd., a company formed under the laws of Japan,
to purchase all of the Companys outstanding Shares at a price of $23.00 per
Share, payable net to the seller in cash without interest thereon, less any
applicable withholding taxes, upon the terms and subject to the conditions set
forth in Merger Subs Offer to Purchase dated September 15, 2009, and in
the related Letter of Transmittal, as each may be amended or supplemented from
time to time.
Except as otherwise set
forth below, the information set forth in the Schedule 14D-9 remains unchanged
and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8.
Additional Information to be Furnished.
Item 8 of the Schedule
14D-9 is hereby amended and supplemented by adding the following new paragraphs
to the end of Item 8:
(m)
Expiration of the Initial
Offering Period; Subsequent Offering Period
Parent and the Company
announced on October 14, 2009 that the initial offering period had expired
and that Merger Sub has accepted for payment all of the Shares validly tendered
and not properly withdrawn pursuant to the Offer prior to the expiration of the
initial offering period. According to Computershare Trust Company, N.A.,
the depositary for the Offer, as of 12:00 midnight, New York City time, at the
end of the day on Tuesday, October 13, 2009, a total of approximately 86,913,744
shares of Company common stock were validly tendered and not properly withdrawn
in the initial offering period (excluding Shares tendered through notices of
guaranteed delivery), representing approximately 78.2% of all outstanding
shares of Company common stock.
2
Parent also announced
that Merger Sub has commenced a subsequent offering period for all of the
remaining untendered shares of Company common stock that will expire at 5:00 p.m.,
New York City time, on October 19, 2009, unless extended.
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and
supplemented by adding the following exhibit thereto:
Exhibit No.
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(a)(13)
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Press Release issued by the Company and Parent dated
October 14, 2009.*
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* Filed herewith.
3
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
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SEPRACOR INC.
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By:
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/s/ Andrew I. Koven
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Name:
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Andrew I. Koven
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Title:
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Executive Vice President, General Counsel and
Corporate Secretary
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Dated: October 14,
2009
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Index
to Exhibits
Exhibit No.
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(a)(13)
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Press Release issued by the Company and Parent dated
October 14, 2009.*
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* Filed herewith.
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