September 3, 2009

Willkie client Sepracor Inc., a specialty drug maker, agrees to be acquired by Japanese pharmaceutical manufacturer Dainippon Sumitomo Pharma Co., Ltd. 

On September 3, it was announced that Japanese pharmaceutical manufacturer Dainippon Sumitomo Pharma Co., Ltd. (DSP) and Willkie client Sepracor Inc., a specialty drug maker, have entered into a definitive agreement pursuant to which DSP will acquire Sepracor for approximately $2.6 billion. The acquisition will be made through a cash tender offer of $23.00 per share, followed by a merger to acquire all remaining outstanding Sepracor shares at the same price paid in the tender offer. Upon completion of the acquisition, Sepracor will become a wholly owned subsidiary of Dainippon Sumitomo Pharma America Holdings, Inc., a wholly owned U.S. subsidiary of DSP. The company will continue to operate as Sepracor with operations based in Marlborough, Massachusetts and in Canada. Sepracor is a fully integrated specialty pharmaceutical company dedicated to treating and preventing human disease by discovering, developing and commercializing innovative pharmaceutical products that are directed toward serving large and growing markets and unmet medical needs. Osaka-based DSP is a top-ten listed pharmaceutical company in Japan with a diverse portfolio of pharmaceutical, animal health and food and specialty products.

This represents the second major transaction in 2009 in which Willkie assisted on the sale of a specialty pharmaceutical company, having advised Stiefel Laboratories in its $3.6 billion acquisition by GlaxoSmithKline back in April.

The current deal was handled by a multidisciplinary team at Willkie: Corporate - partners William Grant, Adam Turteltaub and Russell Leaf and associates Andrew Mariniello, Peter Agnetti, Colin Daniels and Delano Ladd; Environmental - partner E. Donald Elliot and associate Kevin Klesh; Executive Compensation and Employee Benefits - partner David Rubinsky and associate Jordan Messinger; Intellectual Property - partner Eugene Chang and associate Dorota Niechwiej Clegg; Real Estate - associate Mal Serure; and Tax - partner Christopher Peters and associate Rebecca Gutner.