EURX Eurand N.V. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)

EURAND N.V. ¹

(Names of Subject Company)

a public limited liability company organized under the laws of The Netherlands

AXCAN PHARMA HOLDING B.V.

(Name of Filing Persons (Offeror))

a private limited liability company organized under the laws of The Netherlands

which is a wholly owned indirect subsidiary of

AXCAN HOLDINGS INC.

(Name of Filing Persons (Parent of Offeror))

ORDINARY SHARES, €0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

N31010106

(CUSIP Number of Class of Securities)

Axcan Pharma Holding B.V.

Axcan Holdings Inc.

100 Somerset Corporate Boulevard

Bridgewater, New Jersey 08807

Attention: Dr. Frank Verwiel, President & CEO

(908) 927-9600

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

William M. Shields, Esq.

Jonathan M. Grandon, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199

Phone: (617) 951-7000

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:   x

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This Amendment No. 8 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 21, 2010, as amended by Amendment No. 1 to Schedule TO filed on January 11, 2011, Amendment No. 2 to Schedule TO filed on January 19, 2011, Amendment No. 3 to Schedule TO filed on January 20, 2011, Amendment No. 4 to Schedule TO filed on January 25, 2011, Amendment No. 5 to Schedule TO filed on January 31, 2011, Amendment No. 6 to Schedule TO filed on February 3, 2011 and Amendment No. 7 to Schedule TO filed on February 11, 2011 (which, together with any subsequent amendments and supplements thereto, collectively constitutes this “Schedule TO”). This Schedule TO relates to the tender offer by Axcan Pharma Holding B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organized under the laws of The Netherlands (“Purchaser”) and a wholly owned indirect subsidiary of Axcan Holdings Inc., a Delaware corporation (“Parent”), for all of the outstanding ordinary shares, par value €0.01 per share (“Shares”), of Eurand N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands (“Eurand”) at a price of $12.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated December 21, 2010, a copy of which is attached as Exhibit (a)(1)(A) (which, together with Supplement No. 1 to the Offer to Purchase and any subsequent amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (as amended by Amendment No. 1 to Schedule TO, the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Items  1, 4 and 11.       Summary Term Sheet; Terms of the Transaction; and Additional Information

Items 1, 4 and 11 of this Schedule TO are hereby amended and supplemented as follows:

“The Subsequent Offering Period expired at 12:01 a.m., New York City time, on February 28, 2011. Based on information provided by the Depositary, 47,647,149 Shares, or approximately 98.527% of the Shares outstanding, had been validly tendered (including shares validly tendered and not withdrawn from the Offer) as of the expiration of the Subsequent Offering Period.

Purchaser immediately accepted for payment and has promptly paid for or will promptly pay for any Shares that were tendered during the Subsequent Offering Period at a price of $12.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, subject to and in compliance with the requirements of Rule 14d-11(e) under the Exchange Act.

On February 11, 2011, the Purchaser or one or more of its designees purchased all or substantially all of the assets of Eurand. Effective as of February 28, 2011, Purchaser caused Eurand to be dissolved and enter liquidation, in accordance with Dutch liquidation procedures. Each holder of Shares that were not tendered in the Offer or during the Subsequent Offering Period will receive cash in an amount equal to $12.00 per share multiplied by the number of untendered Shares then held by such holder, without interest thereon and less any applicable withholding taxes. As a result of the dissolution and liquidation, Eurand’s common stock will cease to be traded on the NASDAQ Global Market.”

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 28, 2011

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