Sciele Pharma, Inc. - Amended Statement of Ownership: Solicitation (SC 14D9/A)
06 Octubre 2008 - 8:54AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
(Amendment No. 2)
Solicitation/Recommendation
Statement
under Section 14(d)(4)
of the
Securities Exchange Act of 1934
SCIELE
PHARMA, INC.
(Name of
Subject Company)
SCIELE
PHARMA, INC.
(Name of
Person(s) Filing Statement)
Common Stock, $0.001 par value per share
(Title or Class of
Securities)
808627103
(CUSIP Number
of Class of Securities)
Patrick P. Fourteau
Chief Executive Officer
Sciele Pharma, Inc.
5 Concourse Parkway, Suite 1800
Atlanta, Georgia 30328
(770) 442-9707
(Name, address
and telephone number of person authorized
to receive notices and communications on behalf of the person(s) filing
statement)
With a copy to:
W. Tinley Anderson, III, Esq.
Paul, Hastings, Janofsky & Walker
LLP
600 Peachtree St., N. E., Suite 2400
Atlanta, GA 30308
(404) 815-2400
o
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 2
amends and supplements Items 8 and 9 in the Solicitation/Recommendation
Statement on Schedule 14D-9 (the Schedule) initially filed with the U.S.
Securities and Exchange Commission on September 8, 2008, by Sciele Pharma, Inc.,
a Delaware corporation (Sciele), as amended or supplemented from time to
time. This Schedule relates to the
tender offer by Tall Bridge, Inc., a Delaware corporation (Purchaser)
and an indirect wholly-owned subsidiary of Shionogi & Co., Ltd., a
company organized under the laws of Japan (Parent), to purchase all of the
issued and outstanding shares of Sciele common stock at a price per share of
$31.00, net to the holder thereof in cash, without interest thereon, subject to
any required withholding of taxes, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated September 8, 2008, and the
related Letter of Transmittal, as each may be amended or supplemented from time
to time.
All information in
the Schedule, as previously amended or supplemented, is incorporated by
reference in this Amendment No. 2, except that such information is hereby
amended and supplemented to the extent specifically provided herein. Except as otherwise indicated, the
information set forth in the original Schedule 14D-9, as previously amended or
supplemented, remains unchanged.
Capitalized terms used below but not defined in this Amendment No. 2
have the meanings set forth in the Schedule.
Item 8.
Additional Information.
Item 8 is hereby amended and supplemented by adding the following:
Expiration
and Subsequent Offering Period
Parent and Sciele announced on October 6, 2008 that the initial
offering period expired and that Purchaser has accepted for purchase all of the
shares of Sciele common stock validly tendered and not withdrawn pursuant to
the Offer prior to the expiration of the initial offering period.
According to Computershare Trust Company, N.A., the depositary for the Offer,
as of 12:00 midnight, New York City time, at the end of October 3, 2008, a
total of approximately 27,134,821 shares of Sciele common stock (excluding
shares tendered through notices of guaranteed delivery) were validly tendered
and not withdrawn in the initial offering period of the Offer, representing
approximately 85.44% of all outstanding shares of Sciele common stock. Additional shares were tendered through
notices of guaranteed delivery.
Parent also announced that Purchaser has commenced a subsequent
offering period for all of the remaining untendered shares of Sciele common
stock that will expire at 5:00 p.m., New York City time,
on Wednesday, October 8, 2008, unless extended.
Item 9.
Exhibits
Item 9 is hereby amended and supplemented as follows:
Exhibit No.
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Description
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(a)(11)
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Joint Press Release, dated October 6, 2008, issued by Parent and
Sciele*
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*Filed herewith.
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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 statement is true, complete and correct.
Dated: October 6, 2008
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SCIELE PHARMA, INC.
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By:
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/s/ Patrick P. Fourteau
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Name: Patrick P. Fourteau
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Title: Chief Executive Officer
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