Dainippon Sumitomo, Sepracor Completes Aptiom's Tender Offer

Published: 14-Oct-2009

Acquired all outstanding shares of common stock of Sepracor for $23 per share in cash

Dainippon Sumitomo Pharma (DSP) and Sepracor have completed the tender offer by DSP’s indirect wholly-owned subsidiary, Aptiom (Offeror), to acquire all outstanding shares of common stock of Sepracor for $23 per share in cash.

Sepracor has said that the initial offering period expired on October 13, 2009. The depositary for the tender offer has advised DSP that, as of the expiration of the initial offering period, a total of approximately 86,913,744 shares were validly tendered to Offeror and not properly withdrawn, representing approximately 78.2% of the shares outstanding.

Reportedly, 13,881,625 additional shares were tendered through notices of guaranteed delivery. Offeror has accepted all shares that were validly tendered and not properly withdrawn during the initial offering period. Payment for such shares will be made promptly, in accordance with the terms of the offer.

However, DSP has also announced that Offeror will provide a subsequent offering period for all remaining shares of Sepracor common stock to permit stockholders who have not yet tendered their shares to do so. This subsequent offering period will expire on Monday, October 19, 2009.

The company has said that a $23 per share cash consideration offered during the initial offering period will be paid to holders of Sepracor’s common stock, who tender their shares during the subsequent offering period. The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that the guaranteed delivery procedures may not be used during the subsequent offering period and shares tendered during the subsequent offering period may not be withdrawn.

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