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Shionogi and Sciele Announce Successful Tender Offer and Commencement of Subsequent Offering
Monday, October 06, 2008 6:31 AM


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shares (excluding shares tendered through notices of guaranteed delivery) were validly tendered to Purchaser and not withdrawn, representing approximately 85.44% of the shares outstanding.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be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.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.



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