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Firm Represents JPMorgan as Financial Advisor to the Special Committee of the Board of Directors of Sepracor Inc. in Dainippon's $2.6 Billion Acquisition of Sepracor Inc.

09.04.09

Simpson Thacher is representing JPMorgan as the financial advisor to the Special Committee of the Board of Directors of Sepracor Inc. ("Sepracor"), a research-based pharmaceutical company that engages in the discovery, development and commercialization of innovative pharmaceutical products, in connection with the recently announced tender offer by Dainippon Sumitomo Pharma Co. ("Dainippon") for all of the outstanding shares of Sepracor not already owned by Dainippon.

Under the terms of the Agreement and Plan of Merger, Dainippon will commence a cash tender offer to purchase all of the outstanding shares of Sepracor common stock and associated preferred stock purchase rights at a price of $23 per share. Sepracor will become a wholly owned unit of Dainippon after the all-cash transaction is completed. Dainippon intends to fund the acquisition using cash reserves and a $2.2 billion bridge loan. The acquisition is subject to customary closing conditions.

The Simpson Thacher team includes Gary I. Horowitz and William M. Freiberg. Paralegal, Alexandra G. Greene, provided valuable assistance.