Japanese pharmaceutical manufacturer Shionogi & Co has completed the acquisition of Sciele Pharma, a developer and marketer of branded prescription products, for $31 per share in cash.
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Shionogi has completed the acquisition through a cash tender offer followed by short-form merger of the indirect wholly owned subsidiary of Shionogi with and into Sciele. Sciele is now an indirect wholly owned subsidiary of Shionogi.
As a result of the merger, each outstanding share of Sciele common stock not validly tendered and accepted for payment in the tender offer (other than any shares in respect of which appraisal rights are validly exercised under Delaware law and any shares owned by Sciele, Shionogi or any of their subsidiaries) was converted into the right to receive the same $31 in cash per share, without interest and subject to applicable withholding of taxes, that was paid in the tender offer.
Goldman Sachs & Co acted as the exclusive financial advisor and Davis Polk & Wardwell acted as legal advisor to Shionogi. UBS Investment Bank acted as the exclusive financial advisor and Paul, Hastings, Janofsky & Walker acted as legal advisor to Sciele.
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