KNDL Kendle International Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

KENDLE INTERNATIONAL INC.

(Name of Subject Companies (Issuer) and Filing Persons (Issuer))

3.375% Convertible Senior Notes due 2012

(Title of Class of Securities)

48880LAA5

(CUSIP Number of Class of Securities)

Copies of all communications to:

Jarrod B. Pontius, Esq.

Vice President, Chief Legal Officer and Secretary

441 Vine Street, Suite 500

Cincinnati, Ohio 45202

(513) 763-4293

Facsimile: (513) 381-5870

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With a Copy to:

F. Mark Reuter, Esq.

Keating Muething & Klekamp PLL

One East Fourth Street, Suite 1400

Cincinnati, Ohio 45202

(513) 579-6469

Facsimile: (513) 579-6457

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:   ¨

2

INTRODUCTORY STATEMENT

This Amendment No. 3 (“Amendment”) to the Tender Offer Statement amends and supplements the Tender Offer Statement on Schedule TO, filed on June 6, 2011, as amended on June 17, 2011 and June 23, 2011 (the “Schedule TO”) with the Securities and Exchange Commission (the “SEC”) by Kendle International Inc., an Ohio corporation (the “Company” or “Offeror”), which relates to the offer (the “Offer”) by the Offeror to purchase for cash any and all of the Company’s 3.375% Convertible Senior Notes due 2012 (the “Notes” or the “Securities”) upon the terms and subject to the conditions set forth in the attached Offer to Purchase and Consent Solicitation Statement dated as of June 6, 2011 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal and Consent, as amended or supplemented from time to time. Copies of the Offer to Purchase and the related Letter of Transmittal and Consent were filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

The information set forth in the Offer to Purchase and the Letter of Transmittal and Consent are hereby incorporated by reference in response to Items 1 through 12 of this Amendment. This Amendment should be read together with the Schedule TO. This Amendment amends and supplements the Schedule TO to extend the Offer Expiration Date.

ITEMS 1 – 9 AND ITEM 11.

Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference information contained in the Offer to Purchase and Letter of Transmittal and Consent, and the Offer to Purchase and Letter of Transmittal and Consent are hereby amended and supplemented as follows:

On July 6, 2011, the Company issued a press release announcing that it is extending the Offer Expiration Date to 8:00 a.m., New York City time, July 11, 2011, unless extended or earlier terminated, from 8:00 a.m., New York City time, July 6, 2011. The press release extending the Offer Expiration Date is attached as Exhibit (a)(ii)(B) hereto and incorporated herein by reference. Therefore, all references in the Schedule TO and exhibits thereto to an Offer Expiration Date of 8:00 a.m., New York City time on July 6, 2011, are hereby amended to be references to an Expiration Date of 8:00 a.m., New York City time on July 11, 2011.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented to add the following exhibit:

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO/A is true, complete and correct.

Date: July 6, 2011

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