Shionogi and Sciele Announce Completion of Subsequent Offering Period
09 Octubre 2008 - 6:30AM
Business Wire
On October�9,�2008, Shionogi & Co., Ltd. (�Shionogi�) and
Sciele Pharma, Inc. (�Sciele�) (NASDAQ: SCRX) announced the
successful completion of the cash tender offer by Shionogi�s
indirect wholly owned subsidiary, Tall Bridge, Inc. (�Purchaser�),
to acquire all outstanding shares of common stock of Sciele for
$31.00 per share. The subsequent offering period for the tender
offer expired at 5:00 p.m., New York City time, on Wednesday,
October 8, 2008. The depositary for the tender offer has advised
Shionogi that, as of the expiration of the subsequent offering
period, a total of approximately 29,758,788 shares were validly
tendered in the offering period, representing approximately 92.0%
of all outstanding shares of Sciele. Purchaser has accepted for
payment all shares that were validly tendered and not withdrawn
during the offering period, and payment for such shares has or will
be made promptly, in accordance with the terms of the tender offer.
Shionogi intends to complete the acquisition of Sciele through a
short-form merger pursuant to the Delaware General Corporation Law
effective as of 5:00 p.m. Eastern Daylight Time on October 9, 2008,
without a vote or meeting of Sciele�s stockholders, after which
Sciele will become an indirect wholly owned subsidiary of Shionogi.
In the merger, each outstanding share (other than any shares in
respect of which appraisal rights are validly exercised under
Delaware law and any shares owned by Sciele, Shionogi or any of
their subsidiaries) will be converted into the right to receive the
same $31.00 in cash per share, without interest, that was paid in
the tender offer. Following the merger, Sciele�s common stock will
cease to be traded on the NASDAQ Global Select Market. About
Shionogi & Co., Ltd. Shionogi & Co., Ltd. is a major
research-driven Japanese pharmaceutical manufacturer. The company�s
primary businesses are research and development, manufacturing,
marketing, and import and export sales of pharmaceuticals and
diagnostics. Shionogi follows a basic policy of continually
providing the superior medicines essential to people�s health. For
more details, please visit www.shionogi.co.jp About Sciele Pharma,
Inc. Sciele Pharma, Inc. is a pharmaceutical company specializing
in sales, marketing and development of branded prescription
products focused on the therapeutic areas of Cardiovascular,
Diabetes, Women's Health and Pediatrics. The Company's
Cardiovascular and Diabetes products treat patients with high
cholesterol, hypertension, high triglycerides, unstable angina and
Type 2 diabetes; its Women's Health products are designed to
improve the health and well-being of women and mothers and their
babies; and its Pediatrics products treat allergies, asthma, coughs
and colds, and attention deficit and hyperactivity disorder (ADHD).
The Company was founded in 1992 and is headquartered in Atlanta,
Georgia. The Company employs more than 1,000 people. The Company's
success is based on placing the needs of patients first, improving
health and quality of life, and implementing its business platform
� an Entrepreneurial Spirit, Innovation, Execution Excellence,
Simplicity, and Teamwork. For more information on Sciele, please
visit www.sciele.com.
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