Davis Polk & Wardwell is advising Shionogi & Co., Ltd. on its acquisition of Sciele Pharma, Inc. Shionogi is a leading pharmaceutical firm with headquarters in Osaka, Japan. Sciele, which is based in Atlanta, Georgia, is a midsize pharmaceutical company, focused on the areas of cardiovascular disease, diabetes, women’s health and pediatric drugs.

Under the terms of the agreement, Shionogi will acquire all of the outstanding shares of Sciele common stock at a price of $31 per share, for a total consideration of approximately $1.1 billion. The acquisition is subject to customary closing conditions, including the tender of a majority of the outstanding Sciele shares on a fully diluted basis and the expiration or earlier termination of the Hart-Scott-Rodino waiting period. The tender offer is expected to close in the fourth quarter of 2008, unless extended.

The Davis Polk corporate team includes partner Theodore A. Paradise, associates Mörk Murdock, Jeremy C.R. Entwisle, Heather Eskey, Lindsey Finch, Hiroshi Sugiyama, summer associate Miles E. Hawks, former summer associate Bryan J.S. Townsend, legal specialist Shinichi Yuhara and legal assistants Nozomi Kameyama and Jennifer Connelly, all of the Tokyo office; partner Michael Davis and legal assistants Malik M. Khalil and Austin D. Brown, all of the New York office; and associates Stephen Lindholm, Niki Fang and Saswat Bohidar, all of the Menlo Park office. Partner Ray Ibrahim of the New York office is providing advice regarding Sciele’s outstanding convertible bonds. Partner Sartaj Gill and associate Justin Goldblatt, both of the New York office, are providing financing advice. Partner Steven S. Weiner and associates Emma Maconick (admitted only in the High Court of New Zealand and the Supreme Court of England and Wales) and Vishnu Reddy, all of the Menlo Park office, are providing intellectual property advice. Partner Kyoko Takahashi Lin, associates Ron M. Aizen and Sonal Jain and legal assistant Rebekeh S. Gulash, all of the New York office, are providing employment advice. Associate Stephen M. Pepper of the New York office is providing antitrust advice. Partners Michael Mollerus and Neil Barr and associate Kevin J. Brogan, all of the New York office, are providing tax advice.