Sepracor Tenders Offer for 0% Convertible Senior Subordinated Notes Due 2024

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.

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