Sepracor Announces Tender Offer for 0% Series B Convertible Senior Subordinated Notes Due 2010
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MARLBOROUGH, Mass.--(Business Wire)--
Sepracor Inc. ("Sepracor") today announced that it has commenced a tender offer
to repurchase for cash up to all $99,844,000 aggregate principal amount of its
outstanding 0% Series B Convertible Senior Subordinated Notes due 2010 (the
"Notes"). The tender offer will expire at 5:00 p.m., New York City time, on
December 1, 2009, unless the tender offer is extended by Sepracor (such date, as
it may be extended, the "Expiration Date"). The terms and conditions of the
tender offer are set forth in a Notice of Designated Event and Offer to Purchase
(the "Offer to Purchase") and a related Letter of Transmittal to be distributed
to holders of Notes ("Holders").
Sepracor is offering to repurchase all of the outstanding Notes at a price of
$1,000.00 per $1,000.00 principal amount of Notes, plus any accrued and unpaid
liquidated damages on the Notes to, but excluding, the Expiration Date. The
tender offer has been commenced by Sepracor pursuant to the terms of that
certain Indenture, dated as of December 12, 2003 (as subsequently supplemented,
the "Indenture"), between Sepracor and The Bank of New York Mellon (as successor
to JPMorgan Chase Bank), as trustee (the "Trustee"), governing the Notes, as a
result of the occurrence of a "Designated Event" (as defined in the Indenture).
The Designated Event occurred on October 15, 2009 following the expiration of
the initial offering period of a tender offer to acquire all of the outstanding
common stock of Sepracor commenced by Aptiom, Inc., a Delaware corporation and
an indirect wholly-owned subsidiary of Dainippon Sumitomo Pharma Co., Ltd., a
joint stock corporation incorporated under the laws of Japan ("DSP").
Holders with questions regarding the tender offer may contact The Bank of New
York Mellon, in its capacity as depositary for the tender offer (the
"Depositary"), at (212) 815-8394 or Sepracor at (508) 787-4289. Requests for
additional copies of the Offer to Purchase, the Letter of Transmittal or other
related documents should be directed to the Depositary at the number listed
above.
None of Sepracor, DSP, or any of their respective affiliates, officers, or
directors or the Trustee or the Depositary make any recommendation as to whether
or not Holders should tender their Notes pursuant to the tender offer. Holders
must decide how many Notes they will tender, if any.
This press release is for informational purposes only and does not constitute an
offer to purchase nor a solicitation for acceptance of the tender offer
described above. The tender offer is being made solely pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that the Depositary will
distribute to Holders. Holders should read carefully the Offer to Purchase,
Letter of Transmittal and related materials because they contain important
information regarding the tender offer.
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 Statements
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 regarding the expected timing
of the Expiration Date, 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. Sepracor does not undertake any
obligation to update or revise any forward-looking statements as a result of new
information, future developments or otherwise.
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.
Company Name: Sepracor Inc.
Representative: Adrian Adams, President and Chief Executive Officer
Contact: Jonaé R. Barnes,
Sr. Vice President, Investor Relations and Corporate Communications
Phone: 508-481-6700
Copyright Business Wire 2009
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