Dainippon Sumitomo Pharma Co., Ltd. Completes Acquisition of Sepracor Inc.
20 Ottobre 2009 - 10:15PM
Business Wire
Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc.
(“Sepracor”) (NASDAQ: SEPR) today announce the successful
completion of DSP’s acquisition of Sepracor for US$23.00 per share
in cash. DSP completed the acquisition through a cash tender offer
and by exercising an option to acquire additional shares directly
from Sepracor followed by a short-form merger of an indirect
wholly-owned subsidiary of DSP with and into Sepracor on October
20, 2009. Sepracor is now an indirect wholly-owned subsidiary of
DSP.
As a result of the merger, each outstanding share of Sepracor
common stock not validly tendered and accepted for payment in the
tender offer (other than shares held in the treasury of Sepracor
and any shares owned by Sepracor, DSP or any of their subsidiaries)
was, subject to the exercise of appraisal rights under Delaware
law, converted into the right to receive the same $23.00 in cash
per share, without interest and subject to applicable withholding
of taxes, that was paid in the tender offer. Computershare Trust
Company, N.A., as the paying agent for the merger, will mail to the
remaining former stockholders of Sepracor materials necessary to
exchange their former Sepracor shares for such payment. As a result
of the merger, trading of Sepracor common stock on the NASDAQ
Global Select Market will cease and Sepracor will no longer have
reporting obligations under the Securities Exchange Act of
1934.
Nomura Securities Co., Ltd. and Thomas Weisel Partners LLC acted
as financial advisors and Paul, Weiss, Rifkind, Wharton &
Garrison LLP acted as legal advisor to DSP. J.P. Morgan Securities
Inc. and Jefferies & Company, Inc. acted as financial
advisors and Willkie Farr & Gallagher LLP and Wilmer Cutler
Pickering Hale and Dorr LLP acted as legal advisors to
Sepracor.
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 press release contains “forward-looking statements” that
involve significant risks and uncertainties. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including: any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. 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.
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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