SC TO-C

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(RULE 14D–100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

SAGENT PHARMACEUTICALS, INC.

(Name of Subject Company)

SHEPARD VISION, INC.

a wholly owned Subsidiary of

NICHI-IKO PHARMACEUTICAL CO., LTD.

(Names of Filing Persons (Offerors))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

786692103

(Cusip Number of Class of Securities)

Kenji Matsuyama

Senior Director

Nichi-Iko Pharmaceutical Co., Ltd.

5-4 Nihonbashi-Honcho 1-chome

Chuo-ku, Tokyo, Japan 103-0023

+81-3-3276-0215

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Toby S. MyersonPaul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
N/A	N/A

☐ 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.

Amount Previously Paid:	Not applicable.	Filing Party:	Not applicable.
Form or Registration No.:	Not applicable.	Date Filed:	Not applicable.

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

☒ third–party tender offer subject to Rule 14d–1.

☐ issuer tender offer subject to Rule 13e–4.

☐ going–private transaction subject to Rule 13e–3

☐ 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. ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e—4(i) (Cross—Border Issuer Tender Offer)

☐ Rule 14d—1(d) (Cross—Border Third—Party Tender Offer)

This filing relates solely to preliminary communications made before the commencement of a planned tender offer by Shepard Vision, Inc. (the “Offeror”), a Delaware corporation and a wholly owned subsidiary of Nichi-Iko Pharmaceutical Co., Ltd., a Japanese corporation listed on the Tokyo Stock Exchange, for all of the shares of common stock of Sagent Pharmaceuticals, Inc., a Delaware corporation (“Sagent” or the “Company”), par value $0.01 per share, that are issued and outstanding, upon the terms and subject to the conditions as shall be set forth in the planned tender offer.

The exhibits filed herewith are neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offer described in this filing has not commenced. At the time the offer is commenced, the Offeror will file a tender offer statement on Schedule TO with the Securities and Exchange Commission with respect to the offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to Sagent’s stockholders at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s website: www.sec.gov.

EXHIBIT INDEX

Index No.
(a)(5)(i)	Joint press release issued by Nichi-Iko Pharmaceutical Co., Ltd. and Sagent Pharmaceuticals, Inc., dated as of July 11, 2016.
(a)(5)(ii)	Regulatory press release issued by Nichi-Iko Pharmaceutical Co., Ltd. to the Tokyo Stock Exchange, dated as of July 11, 2016.

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

EXHIBIT (a)(5)(i)

July 11, 2016

Nichi-Iko Pharmaceutical Co., Ltd to Acquire Sagent Pharmaceuticals

for $21.75 Per Share in All Cash Transaction

Transaction brings together two market leaders in generics

with highly complementary product offerings

Marks a significant step in Nichi-Iko’s international growth strategy

through establishment of U.S. platform

Tokyo, Japan, and Schaumburg, Illinois, July 11, 2016 – Nichi-Iko Pharmaceutical Co., Ltd (TSE: 4541) and Sagent Pharmaceuticals, Inc. (NASDAQ: SGNT) today announced that they have entered into a definitive merger agreement under which Nichi-Iko will acquire Sagent via an all-cash tender offer (the “Tender Offer”) followed by a second-step merger, for a total consideration of approximately $736 million.

The acquisition price represents a premium of approximately 40.3% to Sagent’’s closing price of $15.50 per share on July 8, 2016.The transaction, which has been unanimously approved by the Nichi-Iko and Sagent Boards of Directors, is expected to close in the second quarter of Nichi-Iko’s fiscal year ending March 2017, subject to customary regulatory approvals.

The acquisition brings together two leading companies in the generics market with highly complementary portfolios, creating stronger growth opportunities for each business. The transaction enhances Nichi-Iko’s platform in the U.S. market to commercialize its biosimilar product pipeline and increase its presence in injectables. Through the acquisition, Nichi-Iko will raise its profile in the domestic and international generics market and advance the company’s goal of becoming a Top 10 global leader in generics.

Sagent will benefit from Nichi-Iko’s portfolio of both biosimilars under development and injectable products, further enhancing its competitiveness in the U.S. market – the largest generic drug market in the world. The deal will also give Sagent access to Nichi-Iko’s sophisticated manufacturing infrastructure and industry-leading quality control systems, and enable it to bring high quality, cost-effective generic medicines to more patients. No changes to Sagent’s current operations are currently anticipated and Nichi-Iko expects that Sagent’s current management team will continue to lead Sagent from its headquarters in Schaumburg, Illinois.

Yuichi Tamura, President & CEO of Nichi-Iko said: “The U.S. market is a top priority for Nichi-Iko and we believe Sagent is an ideal partner to accelerate our international growth strategy. The company has a highly robust sales network, significant global relationships through its unique partner network, and an attractive portfolio of 55 products primarily in oncology, anti-infective, and critical care, of which 30% have a No. 1 or No. 2 market share. The combination will give us the opportunity to strengthen our international competitiveness, leverage our production capacity over a wider range of products, and accelerate development of our biosimilars business. We are looking forward to working with Sagent’s talented management team and learning from what is clearly a highly skilled and productive workforce.”

Sagent Pharmaceuticals, CEO Allan Oberman said, “We are very pleased to be joining together with Nichi-Iko, Japan’s generic pharmaceutical leader, which has a proven track record of business growth and generic market expertise. Both companies share a deep commitment to brand differentiation,

product quality, and broad based business creativity. The combination will maintain Sagent’s current operations and valued employees while providing accelerated expansion of our product offerings and accessibility to a robust pipeline of biosimilar pharmaceuticals. After thoroughly evaluating our strategic options, our board of directors has unanimously decided that this all-cash transaction is in the best interest of our stockholders. We are confident that Nichi-Iko is the ideal partner to help us push forward into our next stage of growth and solidify our position as a leading provider of affordable pharmaceuticals to the hospital and clinic market.”

Transaction Details

The merger agreement contemplates an all cash tender offer for $21.75 per share (the “Tender Offer Price”), followed by a second-step merger in which all outstanding shares of Sagent common stock not tendered in the Tender Offer will be converted into the right to receive the same amount, in cash equal to the Tender Offer price.

Nichi-Iko has formed an acquisition subsidiary (the “Offeror”) in the U.S. to make the Tender Offer. Following completion of the Tender Offer, the Offeror will merge with and into Sagent, with Sagent as the surviving company. As a result of the merger, Sagent will become a wholly owned subsidiary of Nichi-Iko. The Tender Offer will be subject to the U.S. securities laws and applicable U.S. state laws.

The acquisition is subject to the satisfaction of customary conditions, including the valid tender of a majority of the outstanding Sagent 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 commence within 15 business days from the date themerger agreement was signed, and will remain open for a minimum of 20 business days after its commencement. Subject to the terms and conditions of a support agreement, Vivo Capital, LLC (which holds approximately 19.8% of Sagent’s outstanding shares), has agreed to tender their shares into the tender offer.

Nichi-Iko intends to finance the acquisition through bank loans and available cash. The acquisition is not subject to any financing condition.

JPMorgan Securities Japan Co., Ltd. acted as financial advisor to Nichi-Iko, and Nishimura & Asahi, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Hyman, Phelps & McNamara, P.C. acted as legal counsel to Nichi-Iko. Perella Weinberg Partners and Morgan Stanley & Co. LLC. acted as financial advisors to Sagent and Kirkland & Ellis LLP acted as legal counsel to Sagent.

AboutNichi-Iko Pharmaceutical Co., LtdHeadquartered in Tokyo and Toyama Prefecture, Nichi-Iko Pharmaceutical Co., Ltd. is the largest generic drug manufacturer in Japan by sales. In FY2014, it became the first Japanese generic medicine manufacturer to reach JPY100 billion in annual sales, and consolidated net sales in the fiscal year ended March 31, 2016 reached JPY143.5 billion.

Since its establishment in 1965, Nichi-Iko has earned a reputation for operating at the forefront of quality assurance with premium quality generic pharmaceuticals. It has grown market share with an extensive lineup of more than 1,000 commercialized products — the largest number among domestic pharmaceutical manufacturers — as well as strong relationships with wholesalers. Nichi-Iko’s development has been enhanced by six acquisitions and nine business alliances since the appointment of current President & CEO Yuichi Tamura in 2000.

Nichi-Iko employs 1,142 people and operates seven production sites, one R&D facility, and four distribution centers throughout Japan. In Obelisk, its seventh Medium-term Business Plan for the three fiscal years from April 2016 through March 2019, Nichi-Iko aims to become a global Top 10 generics company, underpinned by three core strategies: Power of Expansion, Power of Production, and Power of Development.

For more information, visit www.nichiiko.co.jp/english

About Sagent PharmaceuticalsSagent Pharmaceuticals, founded in 2006, is a leading provider of affordable pharmaceuticals to the hospital market. Sagent has created a unique, global network of resources, comprising rapid development capabilities, sophisticated manufacturing and innovative drug delivery technologies, resulting in an extensive and rapidly expanding pharmaceutical product portfolio that fulfills the evolving needs of patients.

Contacts:

For Nichi-Iko Pharmaceutical Co., Ltd:

Japan

Ashton Consulting

Dan Underwood, Brendan Jennings

+81 (0) 3 5425-7220

or

U.S.

Sard Verbinnen & Co

Jamie Tully, Robin Weinberg, Danya Al-Qattan

(212) 687-8080

For Sagent Pharmaceuticals

Jonathan Singer

Sagent Pharmaceuticals

(847) 908-1605

or

David Roady, Brian Shiver

FTI Consulting

(212) 850-5600

Important Information

The Tender Offer for the outstanding shares of Sagent common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Sagent common stock. The solicitation and offer to buy shares of Sagent common stock will only be made pursuant to the Tender Offer materials that Nichi-Iko and its acquisition subsidiary intend to file with the U.S. Securities and Exchange Commission (the “SEC”). At the time the Tender Offer is commenced, Nichi-Iko will file a Tender Offer statement on Schedule TO with the SEC, and Sagent will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Tender Offer. SAGENT’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.

Both the Tender Offer statement and the solicitation/recommendation statement will be mailed to Sagent's stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov or by contacting Michael Ward, the Company’s Chief Legal Officer and Corporate Secretary either by telephone at (847) 908-1678 or by e-mail at legal@sagentpharma.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements made in this communication that are not descriptions of historical facts, including those relating to the anticipated timing, duration, closing conditions, completion and success of the proposed transaction, and the potential effects and benefits of the transaction on both Nichi-Iko and Sagent and any other statements about future expectations, are forward-looking statements that are based on management’s beliefs, certain assumptions and current expectations, and should be evaluated as such. Forward-looking statements also include statements that may relate to Nichi-Iko’s or Sagent’s plans, objectives, strategies, goals, future events, future financial and operating performance, and other information that is not historical information. These statements may be identified by their use of forward-looking terminology such as the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to differ materially from those expressed or implied by the forward-looking information. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements. These risks and uncertainties include, but are not limited to, general economic, business and market conditions, the satisfaction of the conditions to the consummation of the proposed transaction, the timing of the completion of the proposed transaction and the potential impact of the announcement or consummation of the proposed transaction on Sagent’s and Nichi-Iko’s important relationships, including with employees, suppliers and customers. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Sagent in general, see Sagent’s Form 10-K for the year ended December 31, 2015, subsequent reports on Form 10-Q and 8-K, and other filings by Sagent with the SEC. Further, forward-looking statements speak only as of the date they are made, and neither Nichi-Iko nor Sagent undertakes any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.

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

EXHIBIT (a)(5)(ii)

July 11, 2016

Company name: Nichi-Iko Pharmaceutical Co., Ltd.

(Stock code: 4541. TSE 1^st section)

Representative: Yuichi Tamura, President & CEO

Inquiries:Noboru Inasaka, Managing Executive Officer and

General Manager of Management Division

Tel. 076-432-2121

Notification of Agreement for Acquisition of Sagent Pharmaceuticals

and Intention to Commence Tender Offer

On July 11, 2016 (Japan time), Nichi-Iko Pharmaceutical Co., Ltd (“Nichi-Iko”) signed a definitive merger agreement with Sagent Pharmaceuticals Inc. (“Sagent”) (NASDAQ:SGNT) to acquire all of the outstanding shares of common stock of Sagent via an all-cash tender offer (the “Tender Offer”) for $21.75 per share (the “Tender Offer Price”), followed by a second-step merger in which all outstanding shares of Sagent common stock not tendered in the Tender Offer will be converted into the right to receive $21.75 per share of common stock, in cash (the “Acquisition”).

Nichi-Iko has incorporated an acquisition vehicle (“the Offeror”) in the United States as a wholly owned subsidiary for the purpose of the Acquisition. Following completion of the Tender Offer, the Offeror will merge with and into Sagent, with Sagent as the surviving company. As a result of the merger, Sagent will become a wholly owned subsidiary of Nichi-Iko.

The Acquisition has been approved by the boards of directors of both companies. Consummation of the Acquisition is subject to customary closing conditions, including antitrust approvals.The Acquisition is not subject to any financing condition. The Acquisition is currently expected to close in the second quarter of the fiscal year ending March 2017.

1. Purpose of the Acquisition

(1) Reasons for the Acquisition

Nichi-Iko is building a foundation to support its development as a Global Top-10 leader. Nichi-Iko’s Medium-term Management Plan includes three strategies: Power of Expansion, Power of Production and Power of Development. Power of Expansion contemplates Nichi-Iko achieving a 15% share of the Japanese generics market. Power of Production envisages the achievement of a supply framework for 18.5 billion tablets based on a system of ‘super quality.’ Finally, Power of Development envisages Nichi-Iko entering the U.S. market and the biosimilars market.

The Acquisition is an important step in realizing Nichi-Iko’s Power of Development expansion strategies by establishing a platform to enter the U.S. generics market and a presence in injectable drugs. In addition, the Acquisition is an important step in raising Nichi-Iko’s corporate value in the medium to long term.

Sagent is engaged in the marketing of generic injectables (anti-infective drugs, critical care and oncolytic agents). It has sales to hospitals and joint purchasing organizations and a portfolio of 55 products. The company has a subsidiary in Canada and is constructing its own manufacturing

plant to improve its profit margin. It has a development pipeline of 98 products either on file with the FDA or in active development.

(2) Material agreements between the Offeror and the target’s shareholders in connection with the Tender Offer

Concurrently with the execution of the merger agreement, Nichi-Iko also entered into a support agreement with funds affiliated with Vivo Capital which owns, in aggregate, approximately 19.8% of Sagent’s outstanding shares.  Pursuant to and subject to the terms and conditions set forth in the support agreement, these Vivo funds have agreed to tender their shares into the Tender Offer.

(3) Matters concerning the Acquisition

Following completion of the Tender Offer, the Offeror will merge with and into Sagent, with Sagent as the surviving company. As a result of the merger, Sagent will become a wholly owned subsidiary of Nichi-Iko.

2. Overview of Tender Offer

(1) Tender Offer period (scheduled)

The initial Tender Offer period is expected to commence within 15 business days from the date themerger agreement was signed (July 11, 2016 Japan time), and must remain open for a minimum of 20 business days after its commencement.

Regarding the possibility of an extension at the request of the target:

If the Tender Offer conditions are not satisfied, Nichi-Iko will be required to extend the Tender Offer period in certain circumstances; however, in no event will Nichi-Iko be required to extend the Tender Offer period beyond January 31, 2017.

(2) Type of stock to be acquired

Common stock

(3) Tender Offer Price

US$21.75 per share of common stock.

The Tender Offer price resulted from negotiations between the parties and was agreed by Sagent and Nichi-Iko.  In determining the Tender Offer price, Nichi-Iko considered several factors extensively, including the latent value of Sagent’s assets, such as pipeline and proprietary technologies. In connection with the Acquisition, Nichi-Iko retained JPMorgan Securities Japan Co., Ltd. as its independent financial advisor. On July 11, 2016, JPMorgan Securities Japan Co., Ltd. rendered a fairness opinion addressed to Nichi-Iko’s board of directors to the effect that the Tender Offer price is fair to Nichi-Iko from a financial point of view.

(4) Funds Required for the Acquisition

Approx. US$736 million, excluding related fees and expenses. This represents the funds required for the purchase of all of the equity securities of Sagent, including shares of common stock, options and warrants. The purchase amount will be entirely funded by bank loans and available cash.

(5) Conditions of Tender Offer

The Tender Offer is subject to customary closing conditions, including antitrust approvals under U.S. law. The Acquisition is not subject to any financing condition.

3. Minimum number of shares tendered

The obligation of the Offeror to complete the Tender Offer is subject to the condition that more than 50% of the issued and outstanding shares of Sagent’s common stock are validly tendered and not withdrawn as of the expiration of the Tender Offer.

4. Change in the number of shares of Sagent common stock owned by Nichi-Iko as a result of the Tender Offer

Percentage owned prior to the Tender Offer: 0%

Percentage owned after the Tender Offer: 100%^*

*This number assumes that Nichi-Iko is able to acquire 100% of Sagent’s common stock in the Tender Offer and subsequent merger.

5. Overview of target company

(1)Corporate name	Sagent Pharmaceuticals, Inc
(2)Address	1901 N. Roselle Road, Suite 700, Schaumburg, Illinois
(3)Name and title of representative	CEO: Allan Oberman
(4)Business outline	Manufacture and sale of generic pharmaceuticals, primarily injectables
(5)Capital(Stockholders’ equity)	US$253,451 thousand (as of March 31, 2016)*
(6)Date of incorporation	2006
(7)Number of issued shares	32,838,743（as of April 29, 2016）*
(8)Relationship of listed company to target company
Capital relationship	None
Personal relationship	None
Transactional relationship	None
Relationship with related parties	None

* Based on Sagent’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2016 filed with the U.S. Securities and Exchange Commission on May 3, 2016.

6. Recent financial results

				(thousands of dollars)
Period		Fiscal year ended Dec. 2013	Fiscal year ended Dec. 2014*	Fiscal year ended Dec. 2015
	Net revenue	244,750	288,983	318,296
	Net income (loss)	29,594	36,951	(21,882)**
	Total assets	310,208	379,958	349,732
	Net assets	236,026	273,802	251,093

Based on Sagent’s annual report on Form 10-K for the fiscal year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission on March 7, 2016.

* As restated.** Includes US$(45,158 thousand) impairment loss on assets of Sagent (China) Pharmaceuticals Co., Ltd.

7. Outlook

Additional information will be provided once the assessment of the impact of the Acquisition on Nichi-Iko’s consolidated financial results is completed. The Acquisition is expected to contribute significantly to Nichi-Iko’s financial performance in the medium to long term.

8. Other

Nishimura & Asahi, Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Hyman, Phelps & McNamara, P.C. acted as Nichi-Iko’s legal counsel in connection with the Acquisition.

Important Information

The Tender Offer for the outstanding shares of Sagent common stock has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Sagent common stock. The solicitation and offer to buy shares of Sagent common stock will only be made pursuant to the Tender Offer materials that Nichi-Iko and its acquisition subsidiary intend to file with the U.S. Securities and Exchange Commission (“the SEC”). At the time the Tender Offer is commenced, Nichi-Iko will file a Tender Offer statement on Schedule TO with the SEC, and Sagent will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the Tender Offer. SAGENT’S STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.  Both the Tender Offer statement and the solicitation/recommendation statement will be mailed to Sagent's stockholders free of charge. Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) at the SEC’s web site at www.sec.gov or by contacting Michael Ward, the Company’s Chief Legal Officer and Corporate Secretary either by telephone at (847) 908-1678 or by e-mail at legal@sagentpharma.com.

Cautionary Statement Regarding Forward-Looking Statements

Any statements made in this communication that are not descriptions of historical facts, including those relating to the anticipated timing, duration, closing conditions, completion and success of the proposed Acquisition, and the potential effects and benefits of the Acquisition on both Nichi-Iko and Sagent and any other statements about future expectations, are forward-looking statements that are based on management’s beliefs, certain assumptions and current expectations, and should be evaluated as such. Forward-looking statements also include statements that may relate to Nichi-Iko’s or Sagent’s plans, objectives, strategies, goals, future events, future financial and operating performance, and other information that is not historical information. These statements may be identified by their use of forward-looking terminology such as the words “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, are inherently subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to differ materially from those expressed or implied by the forward-looking information. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward looking statements. These risks and uncertainties include, but are not limited to, general economic,

business and market conditions, the satisfaction of the conditions to the consummation of the proposed transaction, the timing of the completion of the proposed transaction and the potential impact of the announcement or consummation of the proposed transaction on Sagent’s and Nichi-Iko’s important relationships, including with employees, suppliers and customers. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Sagent in general, see Sagent’s Form 10-K for the year ended December 31, 2015, subsequent reports on Form 10-Q and 8-K, and other filings by Sagent with the SEC. Further, forward-looking statements speak only as of the date they are made, and neither Nichi-Iko nor Sagent undertakes any obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by law. All written and oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by these cautionary statements.