On October 6, 2008, Shionogi & Co., Ltd. (“Shionogi”)
and Sciele Pharma, Inc. (“Sciele”)
(NASDAQ: SCRX) announced the successful completion of the tender offer
by Shionogi’s indirect wholly owned
subsidiary, Tall Bridge, Inc. (“Purchaser”),
to acquire all outstanding shares of common stock of Sciele for $31.00
per share. The initial offering period expired, as scheduled, at 12:00
midnight, New York City time, on Friday, October 3, 2008. The depositary
for the tender offer has advised Shionogi that, as of the expiration of
the initial offering period, a total of approximately 27,134,821 shares
(excluding shares tendered through notices of guaranteed delivery) were
validly tendered to Purchaser and not withdrawn, representing
approximately 85.44% of the shares outstanding. Additional shares were
tendered through notices of guaranteed delivery. Purchaser has accepted
all shares that were validly tendered during the initial offering
period. Payment for such shares will be made promptly, in accordance
with the terms of the offer.
Shionogi also announced that Purchaser will provide a subsequent
offering period for all remaining shares of Sciele common stock to
permit stockholders who have not yet tendered their shares to do so.
This subsequent offering period will expire at 5:00 p.m., New York City
time, on Wednesday, October 8, 2008. The same $31.00 per share cash
consideration offered during the initial offering period will be paid to
holders of Sciele’s common stock who tender
their shares during the subsequent offering period. The procedures for
tendering shares during the subsequent offering period are the same as
during the initial offering period, except that (i) the guaranteed
delivery procedures may not be used during the subsequent offering
period and (ii) shares tendered during the subsequent offering period
may not be withdrawn.
Additional Information and Where to Find It
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL
SCIELE’S COMMON STOCK. THE TENDER OFFER IS
BEING MADE PURSUANT TO A TENDER OFFER STATEMENT ON SCHEDULE TO
(INCLUDING THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER
RELATED TENDER OFFER MATERIALS) THAT WAS FILED BY TALL BRIDGE, INC. WITH
THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON SEPTEMBER 8, 2008. THESE
MATERIALS, AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER, THAT
SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER.