Shionogi & Co., Ltd. to Acquire Sciele Pharma, Inc.
01 Setembro 2008 - 6:01AM
Business Wire
Shionogi & Co., Ltd. and Sciele Pharma, Inc. (NASDAQ:SCRX)
today announced that they have entered into a definitive agreement
under which Shionogi & Co., Ltd. will acquire Sciele Pharma,
Inc. Under the terms of agreement and pursuant to a tender offer,
Shionogi will acquire all the outstanding shares of Sciele�s common
stock at a price of $31 per share, for a total equity purchase
price of approximately $1.1 billion. Upon completion of the
acquisition, Sciele will become a wholly-owned subsidiary of
Shionogi and will continue operations in Atlanta, GA, USA as a
standalone business unit. The Board of Directors of Shionogi and
Sciele have approved this transaction. This acquisition is subject
to clearance under the Hart-Scott-Rodino Antitrust Improvement Act
and other customary conditions. This acquisition of Sciele provides
Shionogi with an immediate expansion in the U.S. market,
significantly increasing Shionogi�s commercial presence and product
pipeline in the United States. This transaction will not result in
any reduction of Sciele employees. Dr. Isao Teshirogi, President
& Representative Director, Shionogi, said, �Sciele has a
well-established sales and marketing team with a proven track
record in the United States. Sciele also has expertise in several
other key areas, including clinical, regulatory and business
development. This acquisition will give us a strong platform in the
United States to launch products that are currently in the Shionogi
and Sciele pipelines. Our therapeutic areas complement each other
and broaden our product portfolio and R&D pipeline. This
transaction is expected to generate additional growth for Shionogi
in the near-term and long-term.� Mr. Patrick Fourteau, Chief
Executive Officer of Sciele, said, �Sciele will be a stronger
company as part of Shionogi, which is one of the leading
pharmaceutical companies in Japan, with an extensive product
pipeline. Shionogi will rely on Sciele to continue to operate on
the business platform that has made our company successful: Speed
of Execution, an Entrepreneurial Spirit, Innovation, Simplicity,
and Teamwork. The Sciele management team will remain in place, and
we look forward to contributing to the continued growth and
profitability of Shionogi in the United States.� Financial There is
no financing condition to the tender offer or subsequent merger.
Shionogi expects that the acquisition will enhance Shionogi�s
earnings starting in the fiscal year ending March 2010. Transaction
Terms The acquisition is structured as an all cash tender offer for
all of the outstanding shares of Sciele common stock, followed by a
merger in which the remaining shares would be converted into the
right to receive the same $31 cash per share price paid in the
tender offer. The transaction is subject to the tender of a
majority of Sciele common stock on a fully diluted basis on the
date of purchase as well as other customary closing conditions,
including expiration of the applicable waiting period under
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the
antitrust laws of applicable foreign jurisdictions. The transaction
is expected to close in the fourth quarter of 2008. To effect the
transaction, Shionogi will establish a wholly-owned subsidiary
known as Tall Bridge, Inc. In the merger that follows completion of
the tender offer, this subsidiary will be merged with and into
Sciele, and the surviving entity, Sciele Pharma, Inc., will be an
indirect wholly-owned subsidiary of Shionogi. Goldman Sachs served
as financial advisors to Shionogi and UBS Investment Bank served as
financial advisors to Sciele. Davis Polk & Wardwell served as
legal advisors to Shionogi and Paul, Hastings, Janofsky &
Walker LLP served as legal advisors to Sciele Pharma, Inc. Shionogi
Press Conference Information Shionogi will host a press conference
in Tokyo, Japan on September 1, 2008, at 4:00 p.m. (JST) at the
Imperial Hotel, Tokyo. Sciele Conference Call Information Sciele
will host a conference call on Tuesday, September 2, 2008,
beginning at 12:00 p.m. Eastern Time to discuss this announcement.
Analysts, investors, and other interested parties are invited to
participate by visiting the Company's website, www.sciele.com, and
entering the Investor Relations page. A replay of the webcast will
be available using the same link. You may also dial in to listen to
the conference call. The dial-in numbers are (877)�675-4752 for
U.S. domestic callers and (719)�325-4874 for callers outside the
U.S. and Canada. All callers should use passcode�2465327 to gain
access to the conference call. Please plan to dial-in or log on at
least ten minutes prior to the designated start time so management
can begin the call promptly. About Shionogi & Co., Ltd.
Shionogi & Co., Ltd. is a major research-driven Japanese
pharmaceutical manufacturer. The company�s primary businesses are
research and development, manufacturing, marketing, and import and
export sales of pharmaceuticals and diagnostics. Shionogi follows a
basic policy of continually providing the superior medicines
essential to people�s health. For more details, please visit
www.shionogi.co.jp. About Sciele Pharma, Inc. Sciele Pharma, Inc.
is a pharmaceutical company specializing in sales, marketing and
development of branded prescription products focused on the
therapeutic areas of Cardiovascular, Diabetes, Women's Health and
Pediatrics. The Company's Cardiovascular and Diabetes products
treat patients with high cholesterol, hypertension, high
triglycerides, unstable angina and Type 2 diabetes; its Women's
Health products are designed to improve the health and well-being
of women and mothers and their babies; and its Pediatrics products
treat allergies, asthma, coughs and colds, and attention deficit
and hyperactivity disorder (ADHD). The Company was founded in 1992
and is headquartered in Atlanta, Georgia. The Company employs more
than 1,000 people. The Company's success is based on placing the
needs of patients first, improving health and quality of life, and
implementing its business platform � an Entrepreneurial Spirit,
Innovation, Execution Excellence, Simplicity, and Teamwork. For
more information on Sciele, please visit www.sciele.com. Additional
Information The tender offer for the outstanding common stock of
Sciele referred to in this press release has not yet commenced.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The solicitation
and the offer to buy shares of Sciele common stock will be made
pursuant to an offer to purchase and related materials that Tall
Bridge, Inc. intends to file with the U.S. Securities and Exchange
Commission. At the time the tender offer is commenced, Tall Bridge,
Inc. will file a Tender Offer Statement on Schedule TO with the
U.S. Securities and Exchange Commission, and thereafter Sciele will
file a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING
AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER
OFFER DOCUMENTS) AND THE SOLICITATION /RECOMMENDATION STATEMENT
WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY
AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
TENDER OFFER. These materials will be sent free of charge to all
stockholders of Sciele. In addition, all of these materials (and
all other materials filed by Sciele with the U.S. Securities and
Exchange Commission) will be available at no charge from the U.S.
Securities and Exchange Commission through its website at
http://www.sec.gov. Investors and security holders may also obtain
free copies of the documents filed with the U.S. Securities and
Exchange Commission by Sciele at http://www.sciele.com. Safe Harbor
Statement This press release contains forward-looking statements
that are subject to risks and uncertainties that could cause actual
results to materially differ from those described. Although Sciele
believes the expectations expressed in these statements are
reasonable, it cannot promise that these expectations will turn out
to be correct. Actual results could be materially different from
and worse than expectations. This press release contains
�forward-looking statements� that involve significant risks and
uncertainties. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements. 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. Risks and uncertainties
that could cause results to differ form expectations include;
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of the Sciele stockholders will tender
their stock in the offer; the risk that competing offers will be
made; the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction; 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
Sciele or Shionogi�s control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed
in documents filed with the SEC. Neither Shionogi nor Sciele
undertakes any obligation to update any forward-looking statements
as a result of new information, future developments or otherwise.
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