Sepracor to be acquired by Dainippon Sumitomo Pharma for $2.6 billion

Sep 3 2009

Dainippon Sumitomo Pharma Co., Ltd. (“DSP”, TSE: 4506) and Sepracor Inc. (“Sepracor”, Nasdaq: SEPR) today announced that they have entered into a definitive agreement pursuant to which DSP will acquire Sepracor for approximately $2.6 billion 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. The tender offer price represents a 48.0% premium to Sepracor’s average stock price over the last six month period ending on September 1, and a 27.6% premium over the closing price of Sepracor’s common stock on September 1, 2009. The transaction was unanimously approved by the Boards of Directors of both companies. 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, and will continue its operations based in Marlborough, Massachusetts and in Canada. Sepracor will retain its name, branding and intellectual property rights and continue to operate as Sepracor.

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. Sepracor's drug development efforts, together with its corporate development and licensing activities, have yielded a portfolio of pharmaceutical products and candidates with a focus on central nervous system (CNS) and respiratory disorders. Sepracor’s currently marketed products in the U.S. include LUNESTA^® (eszopiclone) for the treatment of insomnia in adults, XOPENEX^® (levalbuterol HCl) Inhalation Solution and XOPENEX HFA^® (levalbuterol tartrate) for the treatment of bronchospasm, BROVANA^® (arformoterol tartrate) Inhalation Solution for the treatment of bronchoconstriction in patients with chronic obstructive pulmonary disease, OMNARIS^® (ciclesonide) Nasal Spray for the treatment of allergic rhinitis, and ALVESCO^® (ciclesonide) HFA Inhalation Aerosol for the maintenance treatment of asthma. Sepracor’s commercial organization in the U.S. includes approximately 1,200 sales professionals that are focused on primary care physicians and specialists. Sepracor's wholly owned subsidiary, Sepracor Pharmaceuticals, Inc., markets several additional products in Canada that are focused in the cardiovascular, CNS, pain and infectious disease therapeutic areas. Sepracor reported total revenues of approximately $1.3 billion for the fiscal year ended December 31, 2008.

The acquisition of Sepracor accelerates DSP’s vision of becoming a leading global pharmaceutical company. In particular, DSP expects that, upon completion, the Sepracor acquisition will:

• Provide access to a fully integrated U.S.- and Canadian-based pharmaceutical platform with an experienced and successful management team and talented employee base;
• Allow DSP to leverage Sepracor’s expertise to develop and commercialize lurasidone, DSP’s self-developed product candidate for the treatment of schizophrenia, which is in Phase III clinical development, as well as other pipeline products emanating from both companies;
• Expand the overall scale of DSP’s business by adding a portfolio of profitable, marketed products in the U.S. and Canada, allowing for more flexible and strategic investments in research and development and fueling continued corporate development and licensing activities; and
• Augment DSP’s existing product pipeline with promising near-term product candidates such as STEDESA^™ (eslicarbazepine acetate) for the treatment of epilepsy and other potential indications, OMNARIS^® HFA, a nasal aerosol formulation of ciclesonide, together with other early- and mid-stage CNS and respiratory assets.