By Lisa Kerner
Charlotte, N.C., Sept. 3 - Dainippon Sumitomo Pharma Co., Ltd. plans to grow its business in the United States and Canada with the acquisition of Sepracor Inc. for $23 per share in a cash deal valued at approximately $2.6 billion, it was announced on Thursday.
The offer price is a 27.6% premium to Sepracor's closing stock price on Tuesday.
Dainippon, an Osaka, Japan-based pharmaceutical company, said it will begin a tender offer for Sepracor's shares no later than Sept. 15.
Both companies' boards of directors approved the transaction, which is expected to close in the fourth quarter.
The merger agreement includes a $77.4 million termination fee payable by Sepracor, according to a form 8-K filed with the Securities and Exchange Commission.
Once the merger is complete, Sepracor, a specialty pharmaceutical company, will operate as a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc. in Marlborough, Mass., and in Canada under the Sepracor name, according to a Dainippon news release.
Nomura Securities Co., Ltd. and Thomas Weisel Partners LLC are advising Dainippon, and Sepracor is being advised by J.P. Morgan Securities Inc. and Jefferies & Co., Inc.
| Acquirer: | Dainippon Sumitomo Pharma Co., Ltd.
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| Target: | Sepracor Inc.
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| Announcement date: | Sept. 3
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| Transaction total: | $2.6 billion
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| Price per share: | $23.00
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| Termination fee: | $77.4 million
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| Expected closing: | Fourth quarter of 2009
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| Stock price for target: | Nasdaq: SEPR: $22.80 on Sept. 2
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