Sciele says its 2.625% notes are convertible in connection with Shionogi merger

By Susanna Moon

Chicago, Sept. 8 - Sciele Pharma, Inc. said holders may exercise conversion rights beginning Monday for its 2.625% contingent convertible senior notes due 2027.

Sciele said the make-whole fundamental change will be effective Oct. 8 as a result of the company's acquisition by Shionogi & Co., Ltd.

Under the terms of the notes, Sciele is required to give notice of the expected effective date of the change for adjusting the conversion ratio of the notes.

The deal is expected to be completed as early as Oct. 8, but the company said there can be no assurance that the required conditions will be satisfied by March 31, 2009, when the agreement may be terminated if the merger has not been consummated by then.

As previously announced, the merger subsidiary began a tender offer to acquire all of the common shares of Sciele for $31 each.

The company said any outstanding common shares following the completion of the offer, other than shares held by Shionogi or its subsidiaries or by stockholders who have properly exercised their appraisal rights under Delaware law, will be converted into the right to receive an amount in cash equal to the offer price.

Sciele is an Atlanta-based pharmaceutical company. Shionogi is an Osaka, Japan, pharmaceutical manufacturer.

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