SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________
SCHEDULE TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1) of
the
Securities Exchange Act of 1934
(Amendment
No. 1)
SCIELE
PHARMA, INC.
(Name
of Subject Company)
TALL
BRIDGE, INC.
SHIONOGI
& CO., LTD.
(Names
of Filing Persons — Offeror)
Common
Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
________________
808627103
(Cusip
Number of Class of Securities)
Isao
Teshirogi
Shionogi
& Co., Ltd.
1-8
Doshomachi 3-chome
Chuo-ku,
Osaka, 541-0045, Japan
Telephone:
+81 6 6202-2161
(Name, Address and Telephone Number
of Person Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copies
to:
Theodore
A. Paradise
Michael
Davis
Davis
Polk & Wardwell
450
Lexington Avenue
New
York, New York 10017
Telephone:
(212) 450-4000
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£
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Check the box if the filing
relates solely to preliminary communications made before the commencement
of a tender offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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R
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third-party tender offer subject
to Rule 14d-1.
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£
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issuer tender offer subject to
Rule 13e-4.
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£
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going-private transaction subject
to Rule 13e-3.
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£
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amendment to Schedule 13D
under Rule 13d-2.
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Check the following box if the filing is
a final amendment reporting the results of the tender
offer.
£
This
Amendment No. 1 (“
Amendment No.
1
”) amends and supplements the Tender Offer Statement on Schedule TO (the
“
Schedule TO
”)
originally filed on September 8, 2008 by Shionogi & Co., Ltd., a joint stock
corporation (
kabushiki
kaisha
) incorporated under the laws of Japan (“
Shionogi
”), and Tall Bridge,
Inc., a Delaware corporation (“
Purchaser
”) and an indirect
wholly owned subsidiary of Shionogi, relating to the offer by Purchaser to
purchase all outstanding shares of common stock, par value $0.001 per share (the
“
Shares
”), of Sciele
Pharma, Inc., a Delaware corporation (“
Sciele
”), at $31.00 per Share,
net to the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated September 8, 2008 (the
“
Offer to Purchase
”) and
in the related Letter of Transmittal (which, together with any amendments or
supplements thereto, collectively constitute the “
Offer
”).
All
capitalized terms used in this Amendment No. 1 without definition have the
meanings ascribed to them in the Schedule TO.
The items
of the Schedule TO set forth below are hereby amended and supplemented as
follows:
Item
11. Additional Information.
Item 11 of
the Schedule TO is hereby amended and supplemented by adding the following text
thereto:
“At 11:59
p.m., New York City time, on Thursday, September 18, 2008, the applicable
waiting period under the HSR Act relating to the Offer
expired. Accordingly, the condition to the Offer with respect to the
antitrust and competition laws of the United States has been
satisfied.”
Item
12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
“(a)(7) Joint
press release issued by Shionogi and Sciele dated September 19,
2008.”
SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Date:
September 19, 2008
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TALL
BRIDGE, INC.
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By:
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/s/
Shinya
Matsuzawa
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Name:
Shinya
Matsuzawa
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Title: Secretary
& Director
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By:
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/s/ Isao
Teshirogi
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Name:
Isao Teshirogi
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Title:
President & Representative
Director
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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(a)(7)
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Joint
press release issued by Shionogi and Sciele dated September 19,
2008.
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