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Oct. 21, 2009Print(PDF/35KB)Corporate

Dainippon Sumitomo Pharma Co., Ltd. Completes Acquisition of Sepracor Inc.

Dainippon Sumitomo Pharma Co., Ltd. (Head Office: Osaka, Japan; President: Masayo Tada; hereafter, “DSP”) announced the completion of the subsequent offering period offered by Aptiom, Inc. (Head Office: Delaware, USA; hereafter, “Aptiom”), a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc.
(Head Office: New Jersey, USA; hereafter, “U.S. Holding Company”), which is a holding company wholly owned by DSP, for the remaining shares of common stock of Sepracor Inc. (Head Office: Marlborough, Massachusetts, USA; President and CEO: Adrian Adams; hereafter, “Sepracor”), following the tender offer for all of the outstanding Sepracor shares for US$23.00 per share in cash (the “Tender Offer”).

As of the expiration of the subsequent offering period at 17:00, on October 19, 2009 (New York City Time), combined with the shares tendered in the initial offering period (September 15, 2009 to October 13, 2009, New York City Time), a total of 96,590,423 Sepracor shares were tendered in the Tender Offer, representing approximately 86.9% of Sepracor's outstanding shares.

Aptiom obtained more than 90% of Sepracor's outstanding shares as a result of the Tender Offer and by exercising an option to acquire additional shares directly from Sepracor. Subsequently, on October 20, 2009 New York City Time), in accordance with Delaware law, DSP caused Aptiom to complete a short-form merger with and into Sepracor, thereby consummating DSP's approximately $2.6 billion cash acquisition of Sepracor.
As a result of this acquisition, Sepracor became a wholly-owned subsidiary of U.S. Holding Company. As of October 20, 2009, shares of Sepracor that were not tendered in the Tender Offer were automatically cancelled and, subject to the exercise of statutory appraisal rights under Delaware law, converted into the right to receive $23.00 per share in cash, without interest, subject to applicable withholding taxes, the per share purchase price in the Tender Offer.

As a result of the merger, the trading of Sepracor shares on the NASDAQ Global Select Market will cease and Sepracor will no longer be subject to reporting obligations under the U.S. Securities Exchange Act of 1934.

Forward-Looking Statements

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, including: any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. 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.