Sepracor plans to hold change-of-control offer for convertibles

By Angela McDaniels

Tacoma, Wash., Oct. 20 - Sepracor Inc. will make a change-of-control tender offer for its $99,844,000 principal amount of 0% convertible senior subordinated notes due 2010, series B, and its $279,000 principal amount of 0% convertible senior subordinated notes due 2024, according to an 8-K filing with the Securities and Exchange Commission.

The purchase price will be par plus accrued liquidated damages up to but excluding the repurchase date.

Dainippon Sumitomo Pharma Co., Ltd. completed its acquisition of Sepracor on Oct. 20, and Sepracor is required to notify noteholders of the tender offer within 10 days of the change of control.

Sepracor shares no longer trade on Nasdaq. Holders who convert will receive an amount in cash equal to the conversion ratio multiplied by $23.00, which is the per-share price paid to Sepracor shareholders in the merger.

Sepracor, a specialty pharmaceutical company, will now operate as a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc. in Marlborough, Mass., and in Canada under the Sepracor name.

Dainippon is an Osaka, Japan-based pharmaceutical company.

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