SC TO-T/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/A

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 15)*

Salix Pharmaceuticals, Ltd.
(Name of Subject Company (Issuer))

Axcan Pharma Inc.
Saule Holdings Inc.
(Names of Filing Persons (Offerors))

Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)

795435106
(CUSIP Number of Class of Securities)

RICHARD TARTE, ESQ.
Axcan Pharma Inc.
597 Laurel Blvd.
Mont-Saint-Hilaire, QC J3H 6C4
Canada
(450) 467-5138

With a copy to:

MICHAEL D. LEVIN, ESQ.
THOMAS E. KEIM, JR., ESQ.
Latham & Watkins Illinois LLC
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700
JOHN J. HUBER, ESQ.
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000
Washington, D.C. 20004
(202) 637-2200

(Name, address, and telephone numbers of persons authorized to
receive notices and communications on behalf of filing persons)

* Constituting the final amendment to Schedule TO

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

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: ý

SCHEDULE TO

        This Final Amendment, Amendment No. 15, to the Tender Offer Statement on Schedule TO (as amended or supplemented prior to the date hereof, the "Schedule TO"), filed with the Securities and Exchange Commission on April 10, 2003, relates to an offer by Saule Holdings Inc., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Axcan Pharma Inc., a corporation incorporated under the Canada Business Corporation Act ("Parent"), to purchase all outstanding shares of common stock, par value $0.001 per share (the "Common Stock"), of Salix Pharmaceuticals, Ltd., a Delaware corporation (the "Company"), together with the associated rights to purchase Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Rights", and together with the Common Stock, the "Shares"), of the Company, at a price of $10.50 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 10, 2003 (as amended or supplemented prior to the date hereof, the "Offer to Purchase"), the Supplement to the Offer to Purchase, dated May 20, 2003 (the "Supplement"), and in the related revised Letter of Transmittal (which, as amended or supplemented from time to time, collectively constitute the "Offer").

        Capitalized terms used and not defined herein have the meanings specified in the Offer to Purchase, the Supplement and the Schedule TO.

Items 6, 8 and 11.

        At 5:00 p.m., New York City time, on June 27, 2003, the offering period expired without the acceptance of the tendered Shares. At the expiration of the Offer, several conditions to the Offer had not been satisfied and Purchaser had not waived these conditions. Purchaser has therefore not purchased any Shares tendered in the Offer and has instructed the Depositary to promptly return all Shares to the tendering stockholders.

        On June 27, 2003, Axcan Pharma Inc. issued a press release announcing the expiration of the Offer. A copy of the press release is filed as Exhibit (a)(5)(N).

Item 12. Exhibits.

(a)(5)(N)    Press release issued by Axcan Pharma Inc., dated June 27, 2003.

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 27, 2003	Axcan Pharma Inc.
	By:	/s/  LÉON F. GOSSELIN
	Name:	Léon F. Gosselin
	Title:	President, Chairman and Chief Executive Officer
	Saule Holdings Inc.
	By:	/s/  DAVID W. MIMS
	Name:	David W. Mims
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
(a)(5)(N)	Press release issued by Axcan Pharma Inc., dated June 27, 2003.

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SIGNATURE
EXHIBIT INDEX

EX-99.(A)(5)(N)

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EXHIBIT 99.(a)(5)(N)

	AXCAN PHARMA, INC.
	597, boul. Laurier Mont-Saint-Hilaire (Québec) Canada J3H 6C4
	Tél.: (450) 467-5138 1 (800) 565-3255 Fax: (450) 464-9979 www.axcan.com

SOURCE:	AXCAN PHARMA INC.
TSX SYMBOL (Toronto Stock Exchange):	AXP
Nasdaq SYMBOL (Nasdaq National Market):	AXCA
DATE:	June 27, 2003
Press Release for immediate distribution

Axcan Pharma's Tender Offer for All Outstanding Shares of Salix Pharmaceuticals Expires

        MONT ST. HILAIRE, Quebec, Canada—Axcan Pharma Inc. (NASDAQ: AXCA) announced that its $10.50 per share offer for all outstanding shares of Salix Pharmaceuticals, Ltd. (NASDAQ: SLXP) expired today at 5:00 p.m. New York City time without the acceptance of the tendered shares.

        Commenting on the results of the offer, Léon F. Gosselin, Chairman, President and Chief Executive Officer of Axcan, said, "We are disappointed that the Salix stockholders did not share our view as to the value of our offer. Although we believe that Salix would have been a good fit for Axcan, we were committed to preserving value for Axcan shareholders by being a disciplined buyer. There are numerous opportunities available and we look forward to pursuing them to build Axcan shareholder value." Mr. Gosselin also added, "We would like to thank Salix stockholders for their efforts and attention."

        At the expiration of the offer, several offer conditions had not been satisfied and Axcan had not waived these conditions. Axcan has instructed American Stock Transfer & Trust Company, the depositary for the offer, to promptly return all shares tendered.

        Axcan is a leading specialty pharmaceutical company involved in the field of gastroenterology. Axcan markets a broad line of prescription products sold for the treatment of symptoms in a number of gastrointestinal diseases and disorders such as inflammatory bowel disease, irritable bowel syndrome, cholestatic liver diseases and complications related to cystic fibrosis. Axcan's products are marketed by its own sales force in North America and Europe. Its common shares are listed on the Toronto Stock Exchange under the symbol "AXP" and on the Nasdaq National Market under the symbol "AXCA".

Important Information

        Saule Holdings Inc., a wholly owned subsidiary of Axcan Pharma Inc. commenced a tender offer for all the outstanding shares of common stock of Salix Pharmaceuticals, Ltd. at US$10.50 per share, net to the seller in cash, without interest. The offer expired at 5:00 p.m., New York City time, on June 27, 2003 without the acceptance of the tendered shares. All tendered shares will be promptly returned to tendering stockholders.

        Investors and security holders with questions may contact the Information Agent for the offer, MacKenzie Partners, Inc. at (800) 322-2885, or by email at proxy@mackenziepartners.com.

INFORMATION:	David W. Mims Executive Vice President and Chief Operating Officer Axcan Pharma Inc. Tel: (205) 991-8085 ext. 223
or	Isabelle Adjahi Director, Investor Relations Axcan Pharma Inc. Tel: (450) 467-2600 ext. 2000
	www.axcan.com
or	Lekha Rao/Wendel Carson Brunswick Group Tel: (212) 333-3810

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Axcan Pharma's Tender Offer for All Outstanding Shares of Salix Pharmaceuticals Expires