Shionogi Completes Acquisition of Sciele
09 Octubre 2008 - 4:01PM
Business Wire
On October�9,�2008, Shionogi & Co., Ltd. (�Shionogi�) and
Sciele Pharma, Inc. (�Sciele�) (NASDAQ: SCRX) announced the
completion of Shionogi�s acquisition of Sciele for US$31.00 per
share in cash. Shionogi completed the acquisition through a cash
tender offer followed by short-form merger of the indirect wholly
owned subsidiary of Shionogi with and into Sciele. Sciele is now an
indirect wholly owned subsidiary of Shionogi. As a result of the
merger, effective as of 5:00 p.m. Eastern Daylight Time on October
9, 2008, each outstanding share of Sciele common stock not validly
tendered and accepted for payment in the tender offer (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) was converted into the right
to receive the same $31.00 in cash per share, without interest and
subject to applicable withholding of taxes, that was paid in the
tender offer. Computershare, acting as the depositary for the
merger, will mail to the remaining former shareholders of Sciele
materials necessary to exchange their former Sciele shares for such
payment. Effective as the close of market today, trading in Sciele
common stock on the NASDAQ Global Select Market will cease. Goldman
Sachs & Co. acted as exclusive financial advisor and Davis Polk
& Wardwell acted as legal advisor to Shionogi. UBS Investment
Bank acted as exclusive financial advisor and Paul, Hastings,
Janofsky & Walker LLP acted as legal advisor to Sciele. 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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