Sciele Pharma, Inc. (“Sciele”)
(NASDAQ: SCRX), today announced that, pursuant to the terms of the
indenture relating to its 2.625% Contingent Convertible Senior Notes Due
2027 (the “Notes”),
it has designated October 8, 2008, as the “anticipated
effective date” of the Make-Whole Fundamental
Change that will occur as a result of the transaction (the “Transaction”)
whereby Sciele will become an indirect wholly owned subsidiary of
Shionogi & Co., Ltd. (the “Parent”)
pursuant to the previously announced Agreement and Plan of Merger (the “Merger
Agreement”) dated September 1, 2008, among
Sciele, the Parent, and Tall Bridge, Inc., an indirect wholly owned
subsidiary of the Parent (the “Merger Sub”).
Holders of the outstanding Notes may exercise their conversion rights
beginning on September 8, 2008, in accordance with, and subject to, the
provisions of the Notes and the related indenture.
In accordance with Section 10.08(c) of the indenture for the Notes,
Sciele is required to give advance notice of the “anticipated
effective date” of the Make-Whole Fundamental
Change that will occur as a result of the Transaction for purposes of
determining the resulting adjustment to the conversion ratio of the
Notes. While the parties expect that the Transaction may be consummated
as early as October 8, 2008, the Transaction is subject to certain
closing conditions and there can be no assurance that the required
conditions will be satisfied by March 31, 2009, the date on which the
Merger Agreement may be terminated by Sciele or the Parent if the
Transaction has not been consummated by then, or at all, and
consequently there can be no assurance that the Transaction will be
consummated on that date, or at all.
As previously announced, the first step of the Transaction was initiated
on September 8, 2008, when the Merger Sub commenced a tender offer (the “Offer”)
to acquire all of the issued and outstanding shares of common stock of
Sciele (the “Common Stock”)
at a price per share of $31.00, net to the holder thereof in cash. In
the second step of the Transaction, following the consummation of the
Offer and subject to the satisfaction or waiver of the conditions set
forth in the Merger Agreement, Merger Sub will merge with and into the
Company (the “Merger”)
and the Company will become an indirect wholly owned subsidiary of
Parent.