Sepracor Announces Expiration of Hart-Scott-Rodino Waiting Period
September 24 2009 - 7:00AM
Business Wire
Sepracor Inc. ("Sepracor", NASDAQ: SEPR) today announces that
the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the “HSR Act”), applicable to
the acquisition of Sepracor by Dainippon Sumitomo Pharma Co., Ltd.
(“DSP”, TSE: 4506) through a cash tender offer of $23.00 per share
expired as of 11:59 PM, New York City time, on September 23, 2009
with no action by either the Federal Trade Commission or the U.S.
Department of Justice.
The expiration of the waiting period under the HSR Act satisfies
one of the conditions necessary for the consummation of the tender
offer. The tender offer is scheduled to expire at 12:00 midnight,
New York City time, at the end of Tuesday, October 13, 2009, unless
the tender offer is extended.
The closing of the tender offer is subject to other customary
closing conditions described in the agreement and plan of merger
dated September 3, 2009, by and among DSP, Aptiom, Inc. (a
wholly-owned indirect subsidiary of DSP) and Sepracor, including
the tender of a number of shares that constitutes at least a
majority of Sepracor's outstanding shares of common stock (on a
fully diluted basis as further described in the definitive
agreement).
About Sepracor
Sepracor is a fully integrated specialty pharmaceutical company
dedicated to treating and preventing human disease by discovering,
developing and commercializing innovative pharmaceutical products
that are directed toward serving large and growing markets and
unmet medical needs. Sepracor's drug development, corporate
development, and licensing efforts have yielded a portfolio of
pharmaceutical products and candidates with a focus on respiratory
and central nervous system disorders. Sepracor’s currently marketed
products in the U.S. include LUNESTA® brand eszopiclone, XOPENEX®
brand levalbuterol HCl Inhalation Solution, XOPENEX HFA® brand
levalbuterol tartrate Inhalation Aerosol, BROVANA® brand
arformoterol tartrate Inhalation Solution, OMNARIS® brand
ciclesonide Nasal Spray and ALVESCO® 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 disease therapeutic areas. Sepracor has
approximately 2,100 employees worldwide. Additional information
about Sepracor is available through its corporate web site at
http://www.sepracor.com.
Forward-Looking Statement
This announcement contains forward-looking statements that
involve significant risks and uncertainties. All statements that
are not historical facts are forward-looking statements, including:
statements that are preceded by, followed by, or that include the
words “believes,” “anticipates,” “plans,” “expects,” “could,”
“should” or similar expressions; statements regarding the
anticipated timing of filings and approvals relating to the
transaction; statements regarding the expected timing of the
completion of the transaction; statements regarding the ability to
complete the transaction considering the various closing
conditions; and any statements of assumptions underlying any of the
foregoing. All estimated or anticipated future results, product
performance or other non-historical facts are forward-looking and
reflect Sepracor’s current perspective on existing trends and
information. 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 that are subject to
change based on factors that are, in many instances, beyond
Sepracor’s control. Risks and uncertainties that could cause
results to differ from expectations include: uncertainties as to
the timing of the tender offer and merger; uncertainties as to how
many Sepracor stockholders will tender their shares 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; 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 control; transaction costs; actual
or contingent liabilities; or other risks and uncertainties
discussed in documents filed with the U.S. Securities and Exchange
Commission by Sepracor and the Solicitation/Recommendation
Statement filed by Sepracor. Accordingly, no assurances can be
given that any of the events anticipated by the forward-looking
statements will occur or, if any of them do, what impact they will
have on Sepracor’s results of operations or financial condition.
Sepracor does not undertake any obligation to update or revise any
forward-looking statements as a result of new information, future
developments or otherwise.
Additional Information
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 Sepracor common stock has been made
pursuant to an offer to purchase and related materials that Aptiom,
Inc. (“Aptiom”; a wholly-owned indirect subsidiary of DSP), filed
with the U.S. Securities and Exchange Commission. At the time the
tender offer was commenced, on September 15, 2009, Aptiom filed a
Tender Offer Statement on Schedule TO with the U.S. Securities and
Exchange Commission, and thereafter on September 15, 2009 Sepracor
filed 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, IN EACH CASE, AS AMENDED, CONTAIN IMPORTANT INFORMATION
THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE TENDER OFFER. These materials have been
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 and Exchange Commission) are available at no
charge from the U.S. Securities and Exchange Commission through its
web site at http://www.sec.gov. Investors and security holders may
also obtain free copies of these documents that are filed with the
U.S. Securities and Exchange Commission from Sepracor at
http://www.sepracor.com.
Lunesta, Xopenex, Xopenex HFA and Brovana are registered
trademarks of Sepracor Inc. Omnaris and Alvesco are registered
trademarks of Nycomed GmbH.
For a copy of this release or any
recent release, visit Sepracor’s web site at www.sepracor.com.
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