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Sciele Pharma, Inc. Gives Notice of Anticipated Effective Date of Make-Whole Fundamental Change to Holders of Convertible Notes
Monday, September 08, 2008 12:12 PM


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.



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