Sciele Pharma, Inc. - Tender offer statement by Third Party (SC TO-T)
09 9월 2008 - 12:03AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE TO
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
SCIELE PHARMA, INC.
(Name of Subject
Company)
TALL BRIDGE, INC.
SHIONOGI & CO.,
LTD.
(Names of Filing Persons —
Offeror)
Common
Stock, Par Value $0.001 Per Share
(Title
of Class of Securities)
808627103
(Cusip
Number of Class of Securities)
Isao Teshirogi
Shionogi & Co., Ltd.
1-8 Doshomachi 3-chome
Chuo-ku, Osaka,
541-0045,
Japan
Telephone: +81 6
6202-2161
(Name, Address and Telephone
Number of Person Authorized to Receive Notices
and Communications on Behalf of
Filing Persons)
Copies to:
Theodore A. Paradise
Michael Davis
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Telephone:
(212) 450-4000
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee**
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1,039,268,304
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40,843.25
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*
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Estimated for purposes of calculating the filing fee only. This
amount is based on the offer to purchase at a purchase price of
$31.00 cash per share (i) all 32,356,389 outstanding shares of
common stock of Sciele Pharma, Inc., (ii) all outstanding
options with respect to 829,289 shares of common stock of Sciele
Pharma, Inc. net of the weighted average exercise price of
$17.50 per share option and (iii) all 807,253 shares of
common stock of Sciele Pharma, Inc. subject to outstanding
restricted share units, in each case as of September 4,
2008, the most recent practicable date.
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**
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The amount of the filing fee is calculated in accordance with
Rule 0-11
of the Securities Exchange Act of 1934, as amended, by
multiplying the transaction valuation by 0.0000393.
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Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
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Amount Previously Paid:
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Not applicable.
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Filing Party:
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Not applicable.
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Form or Registration No.:
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Not applicable.
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Date Filed:
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Not applicable.
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
þ
third-party
tender offer subject to
Rule 14d-1.
o
issuer
tender offer subject to
Rule 13e-4.
o
going-private
transaction subject to
Rule 13e-3.
o
amendment
to Schedule 13D under
Rule 13d-2.
Check the following box if the filing is a final amendment
reporting the results of the tender
offer.
o
Items 1
through
9, and Item 11.
This Tender Offer Statement on Schedule TO (the
“
Schedule TO
”) relates to the offer by
Tall Bridge, Inc., a Delaware corporation
(“
Purchaser
”) and an indirect wholly owned
subsidiary of Shionogi & Co., Ltd., a joint stock
corporation
(kabushiki kaisha)
incorporated under the
laws of Japan (“
Shionogi
”), to purchase all
outstanding shares of common stock, par value $0.001 per share
(the “
Shares
”) of Sciele Pharma, Inc., a
Delaware corporation (“
Sciele
”), at $31.00 per
Share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in the Offer to
Purchase, dated September 8, 2008 (the “
Offer to
Purchase
”), and in the related Letter of Transmittal,
copies of which are attached hereto as Exhibits (a)(1) and
(a)(2), respectively (which, together with any amendments or
supplements thereto, collectively constitute the
“
Offer
”).
The information set forth in the Offer to Purchase, including
all schedules thereto, is hereby expressly incorporated herein
by reference in response to all of the items of this
Schedule TO, except as otherwise set forth below.
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Item 10.
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Financial
Statements.
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Not applicable.
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Exhibit No.
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Description
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(a
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)(1)
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Offer to Purchase dated September 8, 2008.
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(a
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)(2)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9).
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(a
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)(3)
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Form of Notice of Guaranteed Delivery.
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(a
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)(4)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a
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)(5)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
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(a
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)(6)
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Summary Advertisement as published on September 8, 2008 in
The Wall Street Journal.
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(b
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)
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Commitment Letter and term sheet dated as of September 1,
2008 between Goldman Sachs Japan Co., Ltd. and
Shionogi & Co., Ltd.
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(c
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)
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Not applicable.
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(d
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)(1)
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Agreement and Plan of Merger dated as of September 1, 2008
among Shionogi & Co., Ltd., Tall Bridge, Inc. and
Sciele Pharma, Inc. (incorporated by reference to
Exhibit 2.1 of the Current Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(2)
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Form of Tender and Voting Agreement dated as of
September 1, 2008 between Shionogi & Co., Ltd.
and each of Patrick Fourteau, Edward Schutter, Darrell Borne,
Leslie Zacks, Larry Dillaha, Joseph Ciaffoni, Jerry Ellis, Jerry
Griffin, Pierre Lapalme, William Robinson, Jon Saxe, and Patrick
Zenner. (incorporated by reference to Exhibit 2.1 of the
Current Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(3)
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Confidentiality and Standstill Agreement dated as of
May 29, 2008 between Sciele Pharma, Inc. and
Shionogi & Co., Ltd.
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(d
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)(4)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Patrick Fourteau
(incorporated by reference to Exhibit 10.1 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(5)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Edward Schutter
(incorporated by reference to Exhibit 10.2 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(6)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Darrell Borne
(incorporated by reference to Exhibit 10.3 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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2
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Exhibit No.
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Description
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(d
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)(7)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Leslie Zacks
(incorporated by reference to Exhibit 10.4 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(8)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Larry Dillaha
(incorporated by reference to Exhibit 10.5 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(9)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Joseph Ciaffoni
(incorporated by reference to Exhibit 10.6 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(e
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)
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Not applicable.
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(f
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)
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Not applicable.
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(g
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)
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Not applicable.
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(h
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)
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Not applicable.
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3
SIGNATURES
After due inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certify that the
information set forth in this statement is true, complete and
correct.
TALL BRIDGE, INC.
Name: Shinya Matsuzawa
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Title:
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Secretary & Director
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SHIONOGI & CO., LTD.
Name: Isao Teshirogi
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Title:
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President & Representative Director
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Date: September 8, 2008
4
EXHIBIT INDEX
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Exhibit No.
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Description
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(a
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)(1)
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Offer to Purchase dated September 8, 2008.
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(a
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)(2)
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Form of Letter of Transmittal (including Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9).
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(a
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)(3)
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Form of Notice of Guaranteed Delivery.
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(a
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)(4)
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Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
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(a
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)(5)
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Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
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(a
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)(6)
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Summary Advertisement as published on September 8, 2008 in
The Wall Street Journal.
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(b
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)
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Commitment Letter and term sheet dated as of September 1,
2008 between Goldman Sachs Japan Co., Ltd. and
Shionogi & Co., Ltd.
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(d
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)(1)
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Agreement and Plan of Merger dated as of September 1, 2008
among Shionogi & Co., Ltd., Tall Bridge, Inc. and
Sciele Pharma, Inc. (incorporated by reference to
Exhibit 2.1 of the Current Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(2)
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Form of Tender and Voting Agreement dated as of
September 1, 2008 between Shionogi & Co., Ltd.
and each of Patrick Fourtcau, Edward Schutter, Darrell Borne,
Leslie Zacks, Larry Diallaha, Joseph Ciaffoni, Jerry Ellis,
Jerry Griffin, Pierre Lapalme, William Robinson, Jon Saxe, and
Patrick Zenner. (incorporated by reference to Exhibit 2.1
of the Current Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(3)
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Confidentiality and Standstill Agreement dated as of
May 29, 2008 between Sciele Pharma, Inc. and
Shionogi & Co., Ltd.
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(d
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)(4)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Patrick Fourteau
(incorporated by reference to Exhibit 10.1 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(5)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Edward Schutter
(incorporated by reference to Exhibit 10.2 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(6)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Darrell Borne
(incorporated by reference to Exhibit 10.3 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(7)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Leslie Zacks
(incorporated by reference to Exhibit 10.4 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(8)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Larry Dillaha
(incorporated by reference to Exhibit 10.5 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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(d
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)(9)
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Amended and Restated Employment Agreement dated as of
September 1, 2008 between Sciele and Joseph Ciaffoni
(incorporated by reference to Exhibit 10.6 of the Current
Report on
Form 8-K
filed by Sciele with the SEC on September 3, 2008).
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Sciele Pharma (MM) (NASDAQ:SCRX)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Sciele Pharma (MM) (NASDAQ:SCRX)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
