Dainippon Sumitomo Pharma Co., Ltd. & Sepracor Inc. Announce Completion of Subsequent Offering Period & Exercise of Top-Up Op...
October 20 2009 - 8:00AM
Business Wire
Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc.
(“Sepracor”) (NASDAQ: SEPR) today announce the successful
completion of the cash tender offer by DSP’s indirect wholly-owned
subsidiary, Aptiom, Inc. (“Offeror”), to acquire all of the
outstanding shares of common stock of Sepracor for $23.00 per
share. The subsequent offering period for the tender offer expired,
as scheduled, at 5:00 p.m., New York City time, on Monday, October
19, 2009. The depositary for the tender offer has advised DSP that,
as of the expiration of the subsequent offering period, a total of
approximately 96,590,423 shares were validly tendered in the tender
offer (including during the subsequent offering period),
representing approximately 86.9% of all outstanding shares of
Sepracor. Offeror has accepted for payment all shares that were
validly tendered in the tender offer and not properly withdrawn
during the initial offering period, and payment for such shares has
or will be made promptly, in accordance with the terms of the
tender offer.
DSP also announced that Offeror is exercising its option (the
“Top-Up Option”) to purchase the number of shares of Sepracor
common stock (the “Top-Up Option Shares”) that, when added to the
number of shares owned by DSP, Offeror and their respective
subsidiaries immediately prior to the exercise of the Top-Up
Option, including all shares validly tendered and not properly
withdrawn in the tender offer, constitutes at least one share more
than 90% of the number of shares of Sepracor common stock then
outstanding (after giving effect to the issuance of the Top-Up
Option Shares) for a purchase price per Top-Up Option Share equal
to the price per share paid in the tender offer. The closing of the
purchase by Offeror of the Top-Up Option Shares (the “Top-Up Option
Closing”) is currently scheduled to occur on October 20, 2009.
Following the Top-Up Option Closing, DSP intends to complete the
acquisition of Sepracor through a short-form merger currently
intended to be effected on October 20, 2009, in accordance with the
applicable provisions of the Delaware General Corporation Law (the
“DGCL”), without prior notice to, or any action by, any Sepracor
stockholder other than Offeror. At the effective time of the
merger, each outstanding share of Sepracor common stock (other than
any shares held in the treasury of Sepracor or owned by DSP or
Offeror or any direct or indirect subsidiary of DSP or Offeror or
of Sepracor) will be automatically canceled and, subject to the
exercise of appraisal rights under the DGCL, converted into the
right to receive the same $23.00 per share, net to the holder in
cash, without interest and subject to any required withholding of
taxes, that was paid in the tender offer. Following the effective
time of the merger, Sepracor will continue as the surviving
corporation and will be an indirect wholly-owned subsidiary of DSP.
In addition, following the effective time of the merger, Sepracor’s
common stock will cease to be traded on the NASDAQ Global Select
Market and Sepracor will no longer have reporting obligations under
the Securities Exchange Act of 1934.
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 “will,” “believes,” “anticipates,” “plans,” “expects,”
“could,” “should” or similar expressions; statements regarding the
expected timing of the completion of the Top-Up Option and the
merger; 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 and Sepracor’s 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 DSP’s
or Sepracor’s control. Risks and uncertainties that could cause
results to differ from expectations include: uncertainties as to
the timing of the merger; 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 DSP or
Sepracor’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 DSP’s or Sepracor’s
results of operations or financial condition. Neither DSP nor
Sepracor 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 www.sepracor.com.
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