Dainippon Sumitomo Pharma completes acquisition of Sepracor

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.

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