UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SEPRACOR INC.
(Name of Subject
Company)
APTIOM, INC.
DAINIPPON SUMITOMO PHARMA CO., LTD.
(Names of Filing
Persons (Offerors))
COMMON STOCK, PAR VALUE $0.10 PER
SHARE
(INCLUDING ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(Title of Class of
Securities)
817315104
(CUSIP Number of Class of
Securities)
Noriaki Okuda
Director, Legal Affairs
Dainippon Sumitomo Pharma Co., Ltd.
6-8, Doshomachi 2-Chome, Chuo-Ku, Osaka, 541-0045, Japan
Tel: +81-6-6203-5322
Fax: +81-6-6203-5174
(Name, Address
and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Toby S. Myerson, Esq.
Ariel J. Deckelbaum, Esq.
1285 Avenue of the Americas
New York, NY 10019-6064
United States
Phone 212-373-3000
Fax 212-757-3990
CALCULATION OF FILING FEE
|
Transaction
Valuation*
|
|
Amount
of Filing Fee*
|
|
Not
applicable
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|
Not
applicable
|
*
A filing fee is not required in
connection with this filing as it relates solely to preliminary communications
made before commencement of a tender offer.
o
Check box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
|
Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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|
Form or
Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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x
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
x
third-party tender offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check the following box
if the filing is a final amendment reporting the results of the tender
offer.
o