Oct 29, 2009 (Close-Up Media via COMTEX) --
Sepracor Inc. has announced that it has commenced a tender offer to repurchase for cash up to all $279,000 aggregate principal amount of its outstanding 0 percent Convertible Senior Subordinated Notes due 2024.
The tender offer will expire at 5 p.m., New York City time, on Tuesday, December 1, unless the tender offer is extended by Sepracor (such date, as it may be extended, the "Expiration Date"). The terms and conditions of the tender offer are set forth in a Notice of Designated Event and Offer to Purchase (the "Offer to Purchase") and a related Letter of Transmittal to be distributed to holders of Notes ("Holders").
Sepracor said that it is offering to repurchase all of the outstanding Notes at a price of $1,000.00 per $1,000.00 principal amount of Notes, plus any accrued and unpaid liquidated damages on the Notes to, but excluding, the Expiration Date. The tender offer has been commenced by Sepracor pursuant to the terms of that certain Indenture, dated as of September 22, 2004 (as subsequently supplemented, the "Indenture"), between Sepracor and The Bank of New York Mellon (as successor to JPMorgan Chase Bank), as trustee (the "Trustee"), governing the Notes, as a result of the occurrence of a "Designated Event" (as defined in the Indenture). The Designated Event occurred on October 15, following the expiration of the initial offering period of a tender offer to acquire all of the outstanding common stock of Sepracor commenced by Aptiom, Inc., a Delaware corporation and an indirect subsidiary of Dainippon Sumitomo Pharma Co., a joint stock corporation incorporated under the laws of Japan ("DSP").
Sepracor is a specialty pharmaceutical company.
((Comments on this story may be sent to health@closeupmedia.com))
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Tags: acquisition bank delaware health japan new_york pharmaceuticals
Companies: Sepracor, Inc. (SEPR)
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Pasadena, CA, Oct 21, 2009 (M2 PRESSWIRE via COMTEX) --
BioMedReports.Com, the news portal which covers Wall Street's biomedical sector and delivers financial and investment intelligence to a community of highly informed investors has Healthcare stock news and updates to its calendar database of Clinical Trials and upcoming FDA approvals & decisions.
A complete list of all headlines and biomedical stock developments can be found on BioMedReports.Com
On 20/10/09, Dainippon Sumitomo Pharma Co., Ltd. and Sepracor Inc. (NASDAQ:SEPR) announce the successful completion of DSP's acquisition of Sepracor for US$23.00 per share in cash.
On 20/10/09, Sinobiopharma, Inc. (OCT:SNBP) is pleased to present the following highlights from the unaudited financial results for the first quarter ended August 31, 2009.
Biotech investors interested in seeing more details about these stories and accessing the complete database of clinical trials and upcoming FDA decisions can access that information here:
http://biomedreports.com/fda-calendar/fda-calendar.html
Disclosure: No positions.
About BiomedReports.Com
BioMedReports.com is a news portal covering the biomedical news and financial sector. It features its own blog, discussion forum, stock research reports, news feeds, videos, press release capability, stock commentaries, and other unique content - including FDA and Clinical Trial Calendars plus a database that includes about 1,000 stocks and exchange-traded funds from the healthcare sector which are organized into various new healthcare stock indexes.
For more biomedical sector and investment news, go to www.BioMedReports.com
Certain sections of this report contain forward-looking statements that are based on our reporters' expectations, estimates, projections and assumptions. Words such as "expects" "anticipates" "plans" "believes" "scheduled" "estimates" and variations of these words and similar expressions are intended to identify forward-looking statements, which include but are not limited to projections of revenues, earnings, segment performance, cash flows, contract awards, FDA announcements, trial and drug approvals, and company stability. Forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors including but not limited to the status or outcome of legal and/or regulatory proceedings.
All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the company or any person acting on the company's behalf are qualified by the cautionary statements in this section. BioMedReports.Com does not undertake any obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report.
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Tags: acquisition biomedical biotechnology clinical community contract earnings e-mail exchange traded fund fda financial results healthcare investment legal nasdaq securities trial web
Companies: Sepracor, Inc. (SEPR)
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Oct 22, 2009 (Datamonitor via COMTEX) --
Dainippon Sumitomo Pharma, a Japanese pharmaceutical company, has completed the acquisition of US-based Sepracor for $23 per share in cash.
Dainippon Sumitomo Pharma (DSP) has completed the acquisition through a cash tender offer and by exercising an option to acquire additional shares directly from Sepracor followed by a short-form merger of an indirect wholly owned subsidiary of DSP with and into Sepracor. Sepracor is now an indirect wholly owned subsidiary of DSP.
As a result of the merger, each outstanding share of Sepracor common stock not validly tendered and accepted for payment in the tender offer was, subject to the exercise of appraisal rights under Delaware law, converted into the right to receive the same $23 in cash per share, without interest and subject to applicable withholding of taxes, that was paid in the tender offer.
Computershare Trust Company is the paying agent for the merger. As a result of the merger, trading of Sepracor common stock on the Nasdaq Global Select Market has ceased and Sepracor no longer has reporting obligations under the Securities Exchange Act of 1934.
Nomura Securities and Thomas Weisel Partners acted as financial advisors and Paul, Weiss, Rifkind, Wharton & Garrison acted as legal advisor to DSP.
JP Morgan Securities and Jefferies & Company acted as financial advisors and Willkie Farr & Gallagher and Wilmer Cutler Pickering Hale and Dorr acted as legal advisors to Sepracor.
http://www.datamonitor.com
Republication or redistribution, including by framing or similar means,
is expressly prohibited without prior written consent. Datamonitor shall
not be liable for errors or delays in the content, or for any actions
taken in reliance thereon
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Tags: acquisition advisor delaware japan law legal market merger pharmaceuticals securities taxes
Companies: Sepracor, Inc. (SEPR)
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MARLBOROUGH, Mass., Oct 26, 2009 (BUSINESS WIRE) --
Sepracor Inc. ("Sepracor") today announced that it has commenced
a tender offer to repurchase for cash up to all $99,844,000 aggregate
principal amount of its outstanding 0% Series B Convertible Senior
Subordinated Notes due 2010 (the "Notes"). The tender offer will
expire at 5:00 p.m., New York City time, on December 1, 2009, unless the
tender offer is extended by Sepracor (such date, as it may be extended,
the "Expiration Date"). The terms and conditions of the tender
offer are set forth in a Notice of Designated Event and Offer to
Purchase (the "Offer to Purchase") and a related Letter of
Transmittal to be distributed to holders of Notes ("Holders").
Sepracor is offering to repurchase all of the outstanding Notes at a
price of $1,000.00 per $1,000.00 principal amount of Notes, plus any
accrued and unpaid liquidated damages on the Notes to, but excluding,
the Expiration Date. The tender offer has been commenced by Sepracor
pursuant to the terms of that certain Indenture, dated as of December
12, 2003 (as subsequently supplemented, the "Indenture"), between
Sepracor and The Bank of New York Mellon (as successor to JPMorgan Chase
Bank), as trustee (the "Trustee"), governing the Notes, as a
result of the occurrence of a "Designated Event" (as defined in the
Indenture). The Designated Event occurred on October 15, 2009 following
the expiration of the initial offering period of a tender offer to
acquire all of the outstanding common stock of Sepracor commenced by
Aptiom, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of Dainippon Sumitomo Pharma Co., Ltd., a joint stock
corporation incorporated under the laws of Japan ("DSP").
Holders with questions regarding the tender offer may contact The Bank
of New York Mellon, in its capacity as depositary for the tender offer
(the "Depositary"), at (212) 815-8394 or Sepracor at (508)
787-4289. Requests for additional copies of the Offer to Purchase, the
Letter of Transmittal or other related documents should be directed to
the Depositary at the number listed above.
None of Sepracor, DSP, or any of their respective affiliates, officers,
or directors or the Trustee or the Depositary make any recommendation as
to whether or not Holders should tender their Notes pursuant to the
tender offer. Holders must decide how many Notes they will tender, if
any.
This press release is for informational purposes only and does not
constitute an offer to purchase nor a solicitation for acceptance of the
tender offer described above. The tender offer is being made solely
pursuant to the Offer to Purchase, Letter of Transmittal and related
materials that the Depositary will distribute to Holders. Holders should
read carefully the Offer to Purchase, Letter of Transmittal and related
materials because they contain important information regarding the
tender offer.
About Sepracor
Sepracor is a fully integrated specialty pharmaceutical company
dedicated to treating and preventing human disease by discovering,
developing and commercializing innovative pharmaceutical products that
are directed toward serving large and growing markets and unmet medical
needs. Sepracor's drug development, corporate development, and licensing
efforts have yielded a portfolio of pharmaceutical products and
candidates with a focus on respiratory and central nervous system
disorders. Sepracor's currently marketed products in the U.S. include
LUNESTA(R) brand eszopiclone, XOPENEX(R) brand
levalbuterol HCl Inhalation Solution, XOPENEX HFA(R) brand
levalbuterol tartrate Inhalation Aerosol, BROVANA(R) brand
arformoterol tartrate Inhalation Solution, OMNARIS(R) brand
ciclesonide Nasal Spray and ALVESCO(R) brand ciclesonide HFA
Inhalation Aerosol. Sepracor's wholly owned subsidiary, Sepracor
Pharmaceuticals, Inc., markets several additional products in Canada
that are focused in the cardiovascular, central nervous system, pain and
infectious disease therapeutic areas. Sepracor has approximately 2,100
employees worldwide. Additional information about Sepracor is available
through its corporate web site at http://www.sepracor.com.
Forward-Looking Statements
This announcement contains forward-looking statements that involve
significant risks and uncertainties. All statements that are not
historical facts are forward-looking statements, including statements
regarding the expected timing of the Expiration Date, and any statements
of assumptions underlying any of the foregoing. Investors and security
holders are cautioned not to place undue reliance on these
forward-looking statements. Sepracor does not undertake any obligation
to update or revise any forward-looking statements as a result of new
information, future developments or otherwise.
Lunesta, Xopenex, Xopenex HFA and Brovana are registered trademarks of
Sepracor Inc. Omnaris and Alvesco are registered trademarks of Nycomed
GmbH.
For a copy of this release or any recent release, visit Sepracor's web
site at www.sepracor.com.
SOURCE: Sepracor Inc.
Company Name: Sepracor Inc.
Representative: Adrian Adams, President and Chief Executive Officer
Contact: Jonae R. Barnes,
Sr. Vice President, Investor Relations and Corporate Communications
Phone: 508-481-6700
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Tags: acquisition bank canada corporate delaware disease japan medical new_york pharmaceuticals products respiratory security web
Companies: Bank of New York Co., Inc. (The) (BK), Sepracor, Inc. (SEPR)
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