Sciele Pharma, Inc. - Amended Statement of Ownership: Solicitation (SC 14D9/A)
September 19 2008 - 8:44AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
(Amendment No. 1)
Solicitation/Recommendation Statement
under Section 14(d)(4)
of the Securities Exchange Act of 1934
SCIELE
PHARMA, INC.
(Name of Subject Company)
SCIELE PHARMA, INC.
(Name of Person(s) Filing
Statement)
Common Stock, $0.001 par value per share
(Title or Class of
Securities)
808627103
(CUSIP Number of Class of
Securities)
Patrick P. Fourteau
Chief Executive Officer
Sciele Pharma, Inc.
5 Concourse Parkway, Suite 1800
Atlanta, Georgia 30328
(770) 442-9707
(Name, address and telephone
number of person authorized
to receive notices and
communications on behalf of the person(s) filing statement)
With
a copy to:
W. Tinley Anderson, III, Esq.
Paul, Hastings, Janofsky & Walker LLP
600 Peachtree St., N. E., Suite 2400
Atlanta, GA 30308
(404) 815-2400
o
Check the
box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This Amendment No. 1
amends and supplements Item 8 in the Solicitation/Recommendation Statement on
Schedule 14D-9 (the Schedule) initially filed with the U.S. Securities and
Exchange Commission on September 8, 2008, by Sciele Pharma, Inc., a
Delaware corporation (Sciele). This
Schedule relates to the tender offer by Tall Bridge, Inc., a Delaware
corporation (Purchaser) and an indirect wholly-owned subsidiary of Shionogi &
Co., Ltd., a company organized under the laws of Japan (Parent), to purchase
all of the issued and outstanding shares of Sciele common stock at a price per
share of $31.00, net to the holder thereof in cash, without interest thereon,
subject to any required withholding of taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 8, 2008,
and the related Letter of Transmittal, as each may be amended or supplemented
from time to time.
All information in
the Schedule is incorporated by reference in this Amendment No. 1, except
that such information is hereby amended and supplemented to the extent
specifically provided herein. Except as
otherwise indicated, the information set forth in the original Schedule 14D-9
remains unchanged. Capitalized terms
used below but not defined in this Amendment No. 1 have the meanings set
forth in the Schedule.
Item
8. Additional Information.
Item 8 is hereby
amended and supplemented by adding the following under Antitrust The United
States:
At 11:59 p.m. on Thursday, September 18,
2008, the waiting period applicable to the Offer and the Merger under the HSR
Act expired. Accordingly, the condition
to the Offer that any waiting period under the HSR Act shall have expired has
been satisfied.
Item
9. Exhibits
Item 9 is hereby
amended and supplemented as follows:
Exhibit No.
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Description
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(a)(10)
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Joint Press
Release issued by Parent and Sciele dated September 19, 2008.*
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*Filed herewith.
2
SIGNATURE
After due inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: September 19, 2008
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SCIELE PHARMA, INC.
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By:
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/s/ Patrick P. Fourteau
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Name: Patrick P. Fourteau
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Title: Chief Executive Officer
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