SHIONOGI
& CO., LTD. TO ACQUIRE SCIELE PHARMA, INC.
———————————
Significantly
Increases Shionogi’s Presence in the United States
OSAKA, JAPAN AND ATLANTA, GA, USA
(September 1, 2008) —
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.
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Shionogi
& Co., Ltd. to Acquire Sciele Pharma, Inc.
Page 2
September
1, 2008
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
brande
d
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
1,0
00 people. The Company's
success is based on placing the needs of patients first, improving health and
quality of life, and implementing it
s business platform
–
an Entrepreneurial
Spirit, Innovation, Execution Excellence, Simplicity, and
Teamwork. For more information on Sciele, please visit
www.sciele.com
.
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Shionogi
& Co., Ltd. to Acquire Sciele Pharma, Inc.
Page 3
September
1, 2008
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.
Contact:
Sciele
Pharma, Inc.
Joseph T.
Schepers, 678-341-1401
ir@sciele.com
Shionogi
& Co., Ltd.
Corporate
Communications Department,
toiawase@shionogi.co.jp