Oct. 14, 2009 (Business Wire) -- Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc. (“Sepracor”) (NASDAQ: SEPR) today announce the successful completion of the tender offer by DSP’s indirect wholly-owned subsidiary, Aptiom, Inc. (“Offeror”), to acquire all outstanding shares of common stock of Sepracor for $23.00 per share in cash. The initial offering period expired, as scheduled, at 12:00 midnight, New York City time, at the end of the day on Tuesday, October 13, 2009. The depositary for the tender offer has advised DSP that, as of the expiration of the initial offering period, a total of approximately 86,913,744 shares (excluding shares tendered through notices of guaranteed delivery) were validly tendered to Offeror and not properly withdrawn, representing approximately 78.2% of the shares outstanding. 13,881,625 additional shares were tendered through notices of guaranteed delivery. Offeror has accepted all shares that were validly tendered and not properly withdrawn during the initial offering period. Payment for such shares will be made promptly, in accordance with the terms of the offer.
DSP also announced that Offeror will provide a subsequent offering period for all remaining shares of Sepracor 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 Monday, October 19, 2009. The same $23.00 per share cash consideration offered during the initial offering period will be paid to holders of Sepracor’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be used during the subsequent offering period and (ii) shares tendered during the subsequent offering period may not be withdrawn.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 SEPRACOR’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 OFFEROR WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC) ON SEPTEMBER 15, 2009. THESE MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED WITH THE SEC BY SEPRACOR ON SEPTEMBER 15, 2009, AS THEY HAVE BEEN AMENDED AND SUPPLEMENTED AND MAY FURTHER BE AMENDED AND SUPPLEMENTED 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.
