Significantly Increases Shionogi’s Presence
in the United States
Shionogi & Co., Ltd. and Sciele Pharma, Inc. (NASDAQ:SCRX) today
announced that they have entered into a definitive agreement under which
Shionogi & Co., Ltd. will acquire Sciele Pharma, Inc.
Under the terms of agreement and pursuant to a tender offer, Shionogi
will acquire all the outstanding shares of Sciele’s
common stock at a price of $31 per share, for a total equity purchase
price of approximately $1.1 billion. Upon completion of the acquisition,
Sciele will become a wholly-owned subsidiary of Shionogi and will
continue operations in Atlanta, GA, USA as a standalone business unit.
The Board of Directors of Shionogi and Sciele have approved this
transaction. This acquisition is subject to clearance under the
Hart-Scott-Rodino Antitrust Improvement Act and other customary
conditions.
This acquisition of Sciele provides Shionogi with an immediate expansion
in the U.S. market, significantly increasing Shionogi’s
commercial presence and product pipeline in the United States. This
transaction will not result in any reduction of Sciele employees.
Dr. Isao Teshirogi, President & Representative Director, Shionogi, said, “Sciele
has a well-established sales and marketing team with a proven track
record in the United States. Sciele also has expertise in several other
key areas, including clinical, regulatory and business development. This
acquisition will give us a strong platform in the United States to
launch products that are currently in the Shionogi and Sciele pipelines.
Our therapeutic areas complement each other and broaden our product
portfolio and R&D pipeline. This transaction is expected to generate
additional growth for Shionogi in the near-term and long-term.”
Mr. Patrick Fourteau, Chief Executive Officer of Sciele, said, “Sciele
will be a stronger company as part of Shionogi, which is one of the
leading pharmaceutical companies in Japan, with an extensive product
pipeline. Shionogi will rely on Sciele to continue to operate on the
business platform that has made our company successful: Speed of
Execution, an Entrepreneurial Spirit, Innovation, Simplicity, and
Teamwork. The Sciele management team will remain in place, and we look
forward to contributing to the continued growth and profitability of
Shionogi in the United States.”
Financial
There is no financing condition to the tender offer or subsequent merger.
Shionogi expects that the acquisition will enhance Shionogi’s
earnings starting in the fiscal year ending March 2010.
Transaction Terms
The acquisition is structured as an all cash tender offer for all of the
outstanding shares of Sciele common stock, followed by a merger in which
the remaining shares would be converted into the right to receive the
same $31 cash per share price paid in the tender offer.
The transaction is subject to the tender of a majority of Sciele common
stock on a fully diluted basis on the date of purchase as well as other
customary closing conditions, including expiration of the applicable
waiting period under Hart-Scott-Rodino Antitrust Improvements Act of
1976 and the antitrust laws of applicable foreign jurisdictions. The
transaction is expected to close in the fourth quarter of 2008.
To effect the transaction, Shionogi will establish a wholly-owned
subsidiary known as Tall Bridge, Inc.
