This
Amendment No. 4 (“
Amendment No. 4
”) amends
and supplements the Tender Offer Statement on Schedule TO (as previously
amended, the “
Schedule TO
”) originally
filed on September 8, 2008 by Shionogi & Co., Ltd., a joint stock
corporation (
kabushiki
kaisha
) incorporated under the laws of Japan (“
Shionogi
”), and Tall Bridge,
Inc., a Delaware corporation (“
Purchaser
”) and an indirect
wholly owned subsidiary of Shionogi, relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $0.001 per share
(the “
Shares
”), of
Sciele Pharma, Inc., a Delaware corporation (“
Sciele
”), at $31.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated September 8, 2008
(the “
Offer to
Purchase
”) and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the “
Offer
”).
All
capitalized terms used in this Amendment No. 4 without definition have the
meanings ascribed to them in the Schedule TO.
The items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Item 11.
Additional Information
Item 11 of
the Schedule TO is hereby amended and supplemented by adding the
following:
“On
October 9, 2008, Shionogi and Sciele issued a joint press release announcing the
completion of the Offer. The Subsequent Offering Period of the Offer expired at
5:00 p.m., New York City time, on Wednesday, October 8, 2008. According to the
Depositary, as of the expiration of the Subsequent Offering Period, a total of
approximately 29,758,788 Shares were validly tendered in the offering period of
the Offer, which represent approximately 92.0% of all outstanding Shares.
Purchaser has accepted for payment all Shares that were validly tendered during
the offering period, and payment for such Shares has or will be made promptly,
in accordance with the terms of the Offer. The full text of a joint press
release issued by Shionogi and Sciele announcing the completion of the Offer is
filed as Exhibit (a)(9) hereto and is incorporated herein by
reference.
The
acquisition of Sciele is expected to be completed as of 5:00 p.m. Eastern
Daylight Time on October 9, 2008, upon the effectiveness of the Merger under the
short-form merger provisions of the DGCL without prior notice to, or any action
by, any other Sciele stockholder. At the Merger Effective Time, each outstanding
Share (other than any Shares in respect of which appraisal rights are validly
exercised under the DGCL 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 Offer. As a
result of the Merger, Sciele will become an indirect wholly owned subsidiary of
Shionogi.”
Item
12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
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“(a)(
9
)
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Joint
press release issued by Shionogi and Sciele dated October 9,
2008.”
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SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date:
October 9, 2008
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TALL
BRIDGE, INC.
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By:
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/s/ Sachio
Tokaji
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Name:
Sachio Tokaji
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Title: Treasurer
& Director
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By:
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/s/ Isao
Teshirogi
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Name:
Isao Teshirogi
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Title:
President & Representative Director
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EXHIBIT
INDEX
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(a)(9)
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Joint press release issued by
Shionogi and Sciele dated October 9,
2008
.
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