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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sciele Pharma (MM) | NASDAQ:SCRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 31.01 | 0 | 01:00:00 |
Transaction Valuation* | Amount of Filing Fee** | ||
1,039,268,304 | 40,843.25 | ||
* | Estimated for purposes of calculating the filing fee only. This amount is based on the offer to purchase at a purchase price of $31.00 cash per share (i) all 32,356,389 outstanding shares of common stock of Sciele Pharma, Inc., (ii) all outstanding options with respect to 829,289 shares of common stock of Sciele Pharma, Inc. net of the weighted average exercise price of $17.50 per share option and (iii) all 807,253 shares of common stock of Sciele Pharma, Inc. subject to outstanding restricted share units, in each case as of September 4, 2008, the most recent practicable date. | |
** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by 0.0000393. |
o | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
|
Not applicable. | Filing Party: | Not applicable. | |||
Form or Registration No.:
|
Not applicable. | Date Filed: | Not applicable. | |||
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Item 10. | Financial Statements. |
Item 12. | Exhibits. |
Exhibit No.
|
Description
|
|||
(a | )(1) | Offer to Purchase dated September 8, 2008. | ||
(a | )(2) | Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | ||
(a | )(3) | Form of Notice of Guaranteed Delivery. | ||
(a | )(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | ||
(a | )(5) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | ||
(a | )(6) | Summary Advertisement as published on September 8, 2008 in The Wall Street Journal. | ||
(b | ) | Commitment Letter and term sheet dated as of September 1, 2008 between Goldman Sachs Japan Co., Ltd. and Shionogi & Co., Ltd. | ||
(c | ) | Not applicable. | ||
(d | )(1) | Agreement and Plan of Merger dated as of September 1, 2008 among Shionogi & Co., Ltd., Tall Bridge, Inc. and Sciele Pharma, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(2) | Form of Tender and Voting Agreement dated as of September 1, 2008 between Shionogi & Co., Ltd. and each of Patrick Fourteau, Edward Schutter, Darrell Borne, Leslie Zacks, Larry Dillaha, Joseph Ciaffoni, Jerry Ellis, Jerry Griffin, Pierre Lapalme, William Robinson, Jon Saxe, and Patrick Zenner. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(3) | Confidentiality and Standstill Agreement dated as of May 29, 2008 between Sciele Pharma, Inc. and Shionogi & Co., Ltd. | ||
(d | )(4) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Patrick Fourteau (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(5) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Edward Schutter (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(6) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Darrell Borne (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). |
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Exhibit No.
|
Description
|
|||
(d | )(7) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Leslie Zacks (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(8) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Larry Dillaha (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(9) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Joseph Ciaffoni (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(e | ) | Not applicable. | ||
(f | ) | Not applicable. | ||
(g | ) | Not applicable. | ||
(h | ) | Not applicable. |
3
By: |
/s/ Shinya
Matsuzawa
|
Title: | Secretary & Director |
By: |
/s/ Isao
Teshirogi
|
Title: | President & Representative Director |
4
Exhibit No.
|
Description
|
|||
(a | )(1) | Offer to Purchase dated September 8, 2008. | ||
(a | )(2) | Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9). | ||
(a | )(3) | Form of Notice of Guaranteed Delivery. | ||
(a | )(4) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | ||
(a | )(5) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | ||
(a | )(6) | Summary Advertisement as published on September 8, 2008 in The Wall Street Journal. | ||
(b | ) | Commitment Letter and term sheet dated as of September 1, 2008 between Goldman Sachs Japan Co., Ltd. and Shionogi & Co., Ltd. | ||
(d | )(1) | Agreement and Plan of Merger dated as of September 1, 2008 among Shionogi & Co., Ltd., Tall Bridge, Inc. and Sciele Pharma, Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(2) | Form of Tender and Voting Agreement dated as of September 1, 2008 between Shionogi & Co., Ltd. and each of Patrick Fourtcau, Edward Schutter, Darrell Borne, Leslie Zacks, Larry Diallaha, Joseph Ciaffoni, Jerry Ellis, Jerry Griffin, Pierre Lapalme, William Robinson, Jon Saxe, and Patrick Zenner. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(3) | Confidentiality and Standstill Agreement dated as of May 29, 2008 between Sciele Pharma, Inc. and Shionogi & Co., Ltd. | ||
(d | )(4) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Patrick Fourteau (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(5) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Edward Schutter (incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(6) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Darrell Borne (incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(7) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Leslie Zacks (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(8) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Larry Dillaha (incorporated by reference to Exhibit 10.5 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). | ||
(d | )(9) | Amended and Restated Employment Agreement dated as of September 1, 2008 between Sciele and Joseph Ciaffoni (incorporated by reference to Exhibit 10.6 of the Current Report on Form 8-K filed by Sciele with the SEC on September 3, 2008). |
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