This
Amendment No. 3 (“
Amendment No. 3
”) amends
and supplements the Tender Offer Statement on Schedule TO (as previously
amended, 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. 3 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:
“The
initial period of the Offer expired at 12:00 Midnight, New York City time, on
Friday, October 3, 2008. According to the Depositary, a total of approximately
27,134,821 Shares (excluding Shares tendered through notices of guaranteed
delivery) were validly tendered to Purchaser and not withdrawn, representing
approximately 85.44% of the Shares outstanding. Additional Shares were tendered
through notices of guaranteed delivery. Purchaser has accepted all Shares that
were validly tendered and not withdrawn prior to expiration of the Offer, and
payment for such Shares will be made promptly, in accordance with the terms of
the Offer.
On October
6, 2008, Shionogi and Sciele issued a joint press release announcing the results
of the Offer and that Purchaser has commenced a Subsequent Offering Period for
all remaining untendered Shares expiring at 5:00 p.m., New York City time, on
Wednesday, October 8, 2008. During the Subsequent Offering Period, holders of
Shares who did not previously tender their Shares into the Offer may do so and
will promptly receive the same $31.00 per Share cash consideration paid during
the initial offering period. Purchaser will immediately accept for payment all
Shares validly tendered during this Subsequent Offering Period, and payment will
be made promptly after acceptance, in accordance with the terms of the Offer.
The procedures for accepting the Offer and tendering Shares during the
Subsequent Offering Period are the same as those described for the Offer in the
Offer to Purchase, except that (i) guaranteed delivery procedures may not be
used during the Subsequent Offering Period and (ii) Shares tendered during the
Subsequent Offering Period may not be withdrawn. The full text of the joint
press release issued by Shionogi and Sciele announcing the extension to the
Offer is filed as Exhibit (a)(8) hereto and is incorporated herein by
reference.”
Item
12. Exhibits.
Item 12 of
the Schedule TO is hereby amended and supplemented by adding the following
exhibit:
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“(a)(
8
)
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Joint
press release issued by Shionogi and Sciele dated October 6,
2008.”
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SIGNATURES
After due
inquiry and to the best knowledge and belief of the undersigned, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date:
October 6, 2008
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TALL
BRIDGE, INC.
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By:
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/s/ Sachio
Tokaji
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Name:
Sachio Tokaji
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Title: Treasurer
& 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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(a)(8)
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Joint press release issued by
Shionogi and Sciele dated October 6,
2008
.
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