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Marlborough, MA (Massachusetts) US
Crude or Botanical or Medicinal Drugs, Pharmaceutical Product Protection Systems, Central Nervous System Pharmaceuticals, Hypertension Treatment Pharmaceuticals, Respiratory Pharmaceuticals...
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Pharmaceutical company said the first phase of its $2.6 billion tender offer for shares of drugmaker Sepracor Inc. was successful.
http://www.manufacturing.net/News-Dainippon-Completes-Sepracor-Tender-Offer-101409.aspx
Sepracor Inc. Investor Lawsuits Seek To Bar The Deal. Lawsuits on behalf of investors of Sepracor Inc (Public, NASDAQ:SEPR)shares over alleged breach of fiduciary duty by the Sepracor Inc board of directors – Contact the Shareholders Foundation, Inc. at mail@shareholdersfoundation.com
http://www.prlog.org/10336908-sepracor-inc-investor-lawsuits-seek-to-bar-the-deal.html
Japanese drug company Dainippon Sumitomo Pharma Co. is acquiring U.S. drug maker Sepracor Inc. for about $2.6 billion in an effort to expand in the U.S. market, both sides said Thursday. The deal is through a tender offer at a price of $23 per share, a 27.
Japanese drugmaker Dainippon Sumitomo Pharma plans to offer about $2.7 billion to acquire U.S. drugmaker Sepracor, a source with knowledge of the situation said on wednesday.
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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
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Tags: acquisition advisor delaware japan law legal market merger pharmaceuticals securities taxes
Companies: Sepracor, Inc. (SEPR)
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))
Tags: acquisition bank delaware health japan new_york pharmaceuticals
Companies: Sepracor, Inc. (SEPR)
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
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)
OSAKA, Japan & MARLBOROUGH, Mass., Oct 20, 2009 (BUSINESS WIRE) --
Dainippon Sumitomo Pharma Co., Ltd. ("DSP") and Sepracor Inc. ("Sepracor") (NASDAQ: SEPR) today announce the successful completion of the cash tender offer by DSP's indirect wholly-owned subsidiary, Aptiom, Inc. ("Offeror"), to acquire all of the outstanding shares of common stock of Sepracor for $23.00 per share. The subsequent offering period for the tender offer expired, as scheduled, at 5:00 p.m., New York City time, on Monday, October 19, 2009. The depositary for the tender offer has advised DSP that, as of the expiration of the subsequent offering period, a total of approximately 96,590,423 shares were validly tendered in the tender offer (including during the subsequent offering period), representing approximately 86.9% of all outstanding shares of Sepracor. Offeror has accepted for payment all shares that were validly tendered in the tender offer and not properly withdrawn during the initial offering period, and payment for such shares has or will be made promptly, in accordance with the terms of the tender offer.
DSP also announced that Offeror is exercising its option (the "Top-Up Option") to purchase the number of shares of Sepracor common stock (the "Top-Up Option Shares") that, when added to the number of shares owned by DSP, Offeror and their respective subsidiaries immediately prior to the exercise of the Top-Up Option, including all shares validly tendered and not properly withdrawn in the tender offer, constitutes at least one share more than 90% of the number of shares of Sepracor common stock then outstanding (after giving effect to the issuance of the Top-Up Option Shares) for a purchase price per Top-Up Option Share equal to the price per share paid in the tender offer. The closing of the purchase by Offeror of the Top-Up Option Shares (the "Top-Up Option Closing") is currently scheduled to occur on October 20, 2009.
Following the Top-Up Option Closing, DSP intends to complete the acquisition of Sepracor through a short-form merger currently intended to be effected on October 20, 2009, in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL"), without prior notice to, or any action by, any Sepracor stockholder other than Offeror. At the effective time of the merger, each outstanding share of Sepracor common stock (other than any shares held in the treasury of Sepracor or owned by DSP or Offeror or any direct or indirect subsidiary of DSP or Offeror or of Sepracor) will be automatically canceled and, subject to the exercise of appraisal rights under the DGCL, converted into the right to receive the same $23.00 per share, net to the holder in cash, without interest and subject to any required withholding of taxes, that was paid in the tender offer. Following the effective time of the merger, Sepracor will continue as the surviving corporation and will be an indirect wholly-owned subsidiary of DSP. In addition, following the effective time of the merger, Sepracor's common stock will cease to be traded on the NASDAQ Global Select Market and Sepracor will no longer have reporting obligations under the Securities Exchange Act of 1934.
About DSP
DSP is a multi-billion dollar, top-ten listed pharmaceutical company in Japan with a diverse portfolio of pharmaceutical, animal health and food and specialty products. DSP's strong research and development presence in the areas of central nervous system, diabetes, cardiovascular disease, and inflammation/allergy, is based on the merger in 2005 between Sumitomo Pharmaceuticals Co., Ltd., and Dainippon Pharmaceutical Co., Ltd. Today, DSP has approximately 5,000 employees worldwide. Additional information about DSP is available through its corporate web site at http://www.ds-pharma.co.jp.
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 that are preceded by, followed by, or that include the words "will," "believes," "anticipates," "plans," "expects," "could," "should" or similar expressions; statements regarding the expected timing of the completion of the Top-Up Option and the merger; and any statements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical facts are forward-looking and reflect DSP's and Sepracor's current perspective on existing trends and information. Investors and security holders are cautioned not to place undue reliance on these forward-looking statements. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties that are subject to change based on factors that are, in many instances, beyond DSP's or Sepracor's control. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing of the merger; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of DSP or Sepracor's control; transaction costs; actual or contingent liabilities; or other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by Sepracor, as well as the tender offer documents filed by Offeror and the Solicitation/Recommendation Statement filed by Sepracor. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will occur or, if any of them do, what impact they will have on DSP's or Sepracor's results of operations or financial condition. Neither DSP nor Sepracor undertakes 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: Dainippon Sumitomo Pharma Co., Ltd. Representative: Masayo Tada, President (Securities Code: 4506, 1st Section of TSE and OSE) Contact: Atsuko Higuchi, Director, Public Relations Phone: 06-6203-1407 or 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
Tags: acquisition animal business canada cardiovascular corporate diabetes disease dollar exercise food health japan law market medical merger nasdaq new_york pharmaceuticals politics products research and development respiratory securities security taxes web
Companies: Sepracor, Inc. (SEPR)
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Dainippon agrees to buy Sepracor for $2.6 billion in cash. (Bloomberg News) http://www.clipsyndicate.com/video/playlist/1998/1083022?cpt=8&wpid=523
http://www.zibb.com/article/5502978/Video+Dainippon+Buys+Sepracor+For+B
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