Oct. 20, 2009 (Business Wire) -- Dainippon Sumitomo Pharma Co., Ltd. (“DSP”) and Sepracor Inc. (“Sepracor”) (NASDAQ: SEPR) today announce the successful completion of the cash tender offer by DSP’s indirect wholly-owned subsidiary, Aptiom, Inc. (“Offeror”), to acquire all of the outstanding shares of common stock of Sepracor for $23.00 per share. The subsequent offering period for the tender offer expired, as scheduled, at 5:00 p.m., New York City time, on Monday, October 19, 2009. The depositary for the tender offer has advised DSP that, as of the expiration of the subsequent offering period, a total of approximately 96,590,423 shares were validly tendered in the tender offer (including during the subsequent offering period), representing approximately 86.9% of all outstanding shares of Sepracor. Offeror has accepted for payment all shares that were validly tendered in the tender offer and not properly withdrawn during the initial offering period, and payment for such shares has or will be made promptly, in accordance with the terms of the tender offer.
DSP also announced that Offeror is exercising its option (the “Top-Up Option”) to purchase the number of shares of Sepracor common stock (the “Top-Up Option Shares”) that, when added to the number of shares owned by DSP, Offeror and their respective subsidiaries immediately prior to the exercise of the Top-Up Option, including all shares validly tendered and not properly withdrawn in the tender offer, constitutes at least one share more than 90% of the number of shares of Sepracor common stock then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for a purchase price per Top-Up Option Share equal to the price per share paid in the tender offer. The closing of the purchase by Offeror of the Top-Up Option Shares (the “Top-Up Option Closing”) is currently scheduled to occur on October 20, 2009.
Following the Top-Up Option Closing, DSP intends to complete the acquisition of Sepracor through a short-form merger currently intended to be effected on October 20, 2009, in accordance with the applicable provisions of the Delaware General Corporation Law (the “DGCL”), without prior notice to, or any action by, any Sepracor stockholder other than Offeror. At the effective time of the merger, each outstanding share of Sepracor common stock (other than any shares held in the treasury of Sepracor or owned by DSP or Offeror or any direct or indirect subsidiary of DSP or Offeror or of Sepracor) will be automatically canceled and, subject to the exercise of appraisal rights under the DGCL, converted into the right to receive the same $23.00 per share, net to the holder in cash, without interest and subject to any required withholding of taxes, that was paid in the tender offer.
