Healthcare Industry News: S.A.
News Release - September 3, 2009
Dainippon Sumitomo Pharma to Acquire Sepracor for U.S. $23.00 Per Share in an All-Cash Tender Offer Valued at Approximately U.S. $2.6 Billion
Acquisition Accelerates DSP’s Expansion in U.S. and CanadaOSAKA, Japan & MARLBOROUGH, Mass.--(HSMN NewsFeed)--Dainippon Sumitomo Pharma Co., Ltd. (“DSP”, TSE: 4506) and Sepracor Inc. (“Sepracor”, NaS.A.: SEPR) today announced that they have entered into a definitive agreement purS.A.t to which DSP will acquire Sepracor for approximately $2.6 billion through a cash tender offer of $23.00 per S.A.e, followed by a merger to acquire all remaining outS.A.ding Sepracor S.A.eS.A. the same price paid in the tender offer. The tender offer price representS.A.48.0% premium to Sepracor’S.A.erage stock price over the last six month period ending on September 1, and a 27.6% premium over the closing price of Sepracor’s common stock on September 1, 2009. The transaction was unanimously approved by the Boards of Directors of both companies. Upon completion of the acquisition, Sepracor will become a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc., a wholly owned U.S. subsidiary of DSP, and will continue its operations based in Marlborough, MaS.A.husettS.A.d in Canada. Sepracor will retain its name, branding and intellectual property rightS.A.d continue to operate as Sepracor.
Sepracor iS.A.fully integrated specialty pharmaceutical company dedicated to treating and preventing human diS.A.e by discovering, developing and commercializing innovative pharmaceutical products that are directed toward serving large and growing marketS.A.d unmet medical needs. Sepracor's drug development efforts, together with its corporate development and licensing activities, have yielded a portfolio of pharmaceutical productS.A.d candidates with a focus on central nervous system (CNS) and respiratory disorders. Sepracor’s currently marketed products in the U.S. include LUNES.A.R) (eszopiclone) for the treatment of insomnia in adults, XOPENEX(R) (levalbuterol HCl) Inhalation Solution and XOPENEX HFA(R) (levalbuterol tartrate) for the treatment of bronchoS.A.m, BROVANA(R) (arformoterol tartrate) Inhalation Solution for the treatment of bronchoconstriction in patients with chronic obstructive pulmonary diS.A.e, OMNARIS(R) (ciclesonide) Nasal Spray for the treatment of allergic rhinitis, and ALVESCO(R) (ciclesonide) HFA Inhalation Aerosol for the maintenance treatment of asthma. Sepracor’s commercial organization in the U.S. includeS.A.proximately 1,200 sales professionals that are focused on primary care physicianS.A.d specialists. Sepracor's wholly owned subsidiary, Sepracor Pharmaceuticals, Inc., markets several additional products in Canada that are focused in the cardiovascular, CNS, pain and infectious diS.A.e therapeutic areas. Sepracor reported total revenues of approximately $1.3 billion for the fiS.A. year ended December 31, 2008.
The acquisition of Sepracor accelerates DSP’s vision of becoming a leading global pharmaceutical company. In particular, DSP expects that, upon completion, the Sepracor acquisition will:
- Provide access to a fully integrated U.S.- and Canadian-based pharmaceutical platform with an experienced and successful management team and talented employee base;
- Allow DSP to leverage Sepracor’s expertise to develop and commercialize lurasidone, DSP’s self-developed product candidate for the treatment of schizophrenia, which is in Phase III clinical development, as well as other pipeline products emanating from both companies;
- Expand the overall S.A.e of DSP’s business by adding a portfolio of profitable, marketed products in the U.S. and Canada, allowing for more flexible and strategic investments in reS.A.ch and development and fueling continued corporate development and licensing activities; and
- Augment DSP’s existing product pipeline with promising near-term product candidates such as STEDESA™ (eslicarbazepine acetate) for the treatment of epilepsy and other potential indications, OMNARIS(R) HFA, a nasal aerosol formulation of ciclesonide, together with other early- and mid-S.A.e CNS.A.d respiratory assets.
Mr. Masayo Tada, President of DSP, noted, “Sepracor has pursued growth through development of its unique pipeline and introduction of innovative pharmaceutical products to the market, a strategy that fits perfectly with our management philosophy. We expect that Sepracor will become a ‘Center of Excellence’ for DSP in the U.S., and will make a significant contribution to DSP both aS.A.commercialization infrastructure for our self-developed productS.A.d aS.A.strategically important base for business development.”
Mr. Adrian Adams, President and Chief Executive Officer of Sepracor, noted, “DSP iS.A.leading Japanese pharmaceutical company with a distinguished history and an eS.A.lished, strong track record of operational and financial performance based on a number of successful product launches. Both companies S.A.e a common vision, valueS.A.d strategy, and the transaction should enable Sepracor to enhance its product pipeline and enjoy suS.A.nable growth well into the future. Our well-eS.A.lished management team is pleased to be a part of the integration and building of this very exciting business combination, a combination that we believe is not only in the best interest of our S.A.eholders, but also potentially delivers exciting opportunities to our talented employees now and in the future.”
Under the terms of the definitive agreement, DSP will commence a tender offer no later than September 15, 2009 to purchase all of the outS.A.ding S.A.es of Sepracor common stock for $23.00 per S.A.e in cash. The closing of the tender offer is subject to customary conditions, including the tender of a number of S.A.es that constituteS.A. least a majority of Sepracor’s outS.A.ding S.A.es of common stock (on a fully diluted basiS.A. further described in the definitive agreement) and expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust ImprovementS.A.t of 1976. The agreement also provides that the parties effect, subject to the satiS.A.tion or waiver of customary conditions, a merger following the completion of the tender offer, which will result in all S.A.es of Sepracor common stock not tendered in the tender offer being converted into the right to receive the same $23.00 per S.A.e in cash paid in the tender offer. DSP will finance the acquisition using committed bank facilitieS.A.d existing cash resources, but the closing of the transaction is not contingent on the receipt of financing. The companies expect the tender offer to close in the fourth quarter of 2009.
Nomura Securities Co., Ltd. and Thomas Weisel Partners LLC are serving as joint financial advisors to DSP in connection with the acquisition, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to DSP. J.P. Morgan Securities Inc. and Jefferies & Company, Inc. are serving as financial advisors to Sepracor in connection with the acquisition, and Willkie Farr & Gallagher LLP and Wilmer Cutler Pickering Hale and Dorr LLP are serving as legal counsel to Sepracor.
Conference Call Information
DSP will host an investors meeting in Japan on September 3, 2009 at 7:00 pm JST (6:00 am EDT) to discuss the transaction. The phone number for the conference call (Japanese with English interpreter) is 1-877-887-6076 from the U.S. and the participant code is 470315#.
About DSP
DSP iS.A.multi-billion dollar, top-ten listed pharmaceutical company in Japan with a diverse portfolio of pharmaceutical, animal health and food and specialty products. DSP’s strong reS.A.ch and development presence in the areas of CNS, diabetes, cardiovascular diS.A.e, and inflammation/allergy, is based on the merger in 2005 between Sumitomo Pharmaceuticals Co., Ltd., and Dainippon Pharmaceutical Co., Ltd. Today, DSP haS.A.proximately 5,000 employees worldwide. Additional information about DSP iS.A.ailable through its corporate web site at http://www.ds-pharma.co.jp.
About Sepracor
Sepracor iS.A.fully integrated specialty pharmaceutical company dedicated to treating and preventing human diS.A.e by discovering, developing and commercializing innovative pharmaceutical products that are directed toward serving large and growing marketS.A.d unmet medical needs. Sepracor's drug development, corporate development, and licensing efforts have yielded a portfolio of pharmaceutical productS.A.d candidates with a focus on respiratory and central nervous system disorders. Sepracor’s currently marketed products in the U.S. include LUNES.A.R) brand eszopiclone, XOPENEX(R) brand levalbuterol HCl Inhalation Solution, XOPENEX HFA(R) brand levalbuterol tartrate Inhalation Aerosol, BROVANA(R) brand arformoterol tartrate Inhalation Solution, OMNARIS(R) brand ciclesonide Nasal Spray and ALVESCO(R) brand ciclesonide HFA Inhalation Aerosol. Sepracor's wholly owned subsidiary, Sepracor Pharmaceuticals, Inc., markets several additional products in Canada that are focused in the cardiovascular, central nervous system, pain and infectious diS.A.e therapeutic areas. Sepracor haS.A.proximately 2,100 employees worldwide. Additional information about Sepracor iS.A.ailable through its corporate web site at http://www.sepracor.com.
Forward-Looking S.A.ements
ThiS.A.nouncement contains forward-looking S.A.ements that involve significant riskS.A.d uncertainties. All S.A.ements that are not historical factS.A.e forward-looking S.A.ements, including: S.A.ements that are preceded by, followed by, or that include the words “believes,” “anticipates,” “plans,” “expects”, “could,” “should” or similar expressions; S.A.ements regarding the anticipated timing of filingS.A.d approvals relating to the transaction; S.A.ements regarding the expected timing of the completion of the transaction; S.A.ements regarding the ability to complete the transaction considering the various closing conditions; and any S.A.ements of assumptions underlying any of the foregoing. All estimated or anticipated future results, product performance or other non-historical factS.A.e forward-looking and reflect Sepracor’s or DSP’s (aS.A.plicable) current perspective on existing trendS.A.d information. InvestorS.A.d security holderS.A.e cautioned not to place undue reliance on these forward-looking S.A.ements. Actual results could differ materially from those currently anticipated due to a number of riskS.A.d uncertainties that are subject to change based on factors that are, in many inS.A.ces, beyond Sepracor’S.A.d DSP’s control. RiskS.A.d uncertainties that could cause results to differ from expectations include: uncertaintieS.A. to the timing of the tender offer and merger; uncertaintieS.A. to how many Sepracor stockholders will tender their S.A.es 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 Sepracor’s or DSP’s control; transaction costs; actual or contingent liabilities; or other riskS.A.d uncertainties discussed in documents filed with the U.S. SecuritieS.A.d Exchange Commission by Sepracor, as well as the tender offer documents to be filed by Aptiom, Inc. (“Aptiom”; a wholly owned indirect subsidiary of DSP) and the Solicitation/Recommendation S.A.ement to be filed by Sepracor. Accordingly, no assurances can be given that any of the eventS.A.ticipated by the forward-looking S.A.ements will occur or, if any of them do, what impact they will have on either Sepracor’s or DSP’s results of operations or financial condition. Neither Sepracor nor DSP undertakeS.A.y obligation to update or revise any forward-looking S.A.ementS.A. a result of new information, future developments or otherwise.
Additional Information
The tender offer for the outS.A.ding common stock of Sepracor 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 S.A.es of Sepracor common stock will be made purS.A.t to an offer to purchase and related materials that Aptiom, a wholly owned indirect subsidiary of DSP, intends to file with the U.S. SecuritieS.A.d Exchange Commission. At the time the tender offer is commenced, Aptiom is required to file a Tender Offer S.A.ement on Schedule TO with the U.S. SecuritieS.A.d Exchange Commission, and thereafter Sepracor is required to file a Solicitation/Recommendation S.A.ement on Schedule 14D-9 with respect to the tender offer. THE TENDER OFFER S.A.EMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS), AND THE SOLICITATION/RECOMMENDATION S.A.EMENT 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 Sepracor. In addition, all of these materials (and other materials filed by Sepracor with the U.S. SecuritieS.A.d Exchange Commission) will be available at no charge from the U.S. SecuritieS.A.d Exchange Commission through its web site at http://www.sec.gov. InvestorS.A.d security holders may also obtain free copies of these documents that are filed with the U.S. SecuritieS.A.d Exchange Commission from Sepracor at http://www.sepracor.com.
LuneS.A. Xopenex, Xopenex HFA and Brovana are registered trademarks of Sepracor Inc. OmnariS.A.d Alvesco are registered trademarks of Nycomed GmbH. Stedesa iS.A.trademark of BIAL-Portela & Ca, S.A.
Source: Sepracor
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