- Amended Statement of Ownership: Solicitation (SC 14D9/A)
09 Octubre 2008 - 10:10AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
(Amendment No. 3)
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. 3
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. 3, 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. 3 have the meanings set forth in the Schedule.
Item 8. Additional
Information.
Item 8 is hereby amended and supplemented by adding the following:
Expiration
of Subsequent Offering Period and Completion of the Offer
Parent and Sciele announced on October 9, 2008 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, and Purchaser has accepted for purchase all of
the shares of Sciele common stock validly tendered and not withdrawn pursuant
to the subsequent offering period prior to the expiration thereof.
According to Computershare Trust Company, N.A., the depositary for the Offer,
as of the expiration of the subsequent offering period, a total of approximately
29,758,788 shares of Sciele common stock were validly tendered and not
withdrawn in the Offer, representing approximately 92.0% of all outstanding
shares of Sciele common stock.
Item 9. Exhibits
Item 9 is hereby amended and supplemented as follows:
Exhibit No.
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Description
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(a)(12)
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Joint Press Release, dated October 9, 2008, issued by Parent and
Sciele*
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*Filed herewith.
2
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 9, 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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