EURX Eurand N.V. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF

1934

(Amendment No. 5)

EURAND N.V.

(Names of Subject Company)

a public limited liability company organized under the laws of The Netherlands

AXCAN PHARMA HOLDING B.V.

(Name of Filing Persons (Offeror))

a private limited liability company organized under the laws of The Netherlands

which is a wholly owned indirect subsidiary of

AXCAN HOLDINGS INC.

(Name of Filing Persons (Parent of Offeror))

ORDINARY SHARES, €0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

N31010106

(CUSIP Number of Class of Securities)

Axcan Pharma Holding B.V.

Axcan Holdings Inc.

100 Somerset Corporate Boulevard

Bridgewater, New Jersey 08807

Attention: Dr. Frank Verwiel, President & CEO

(908) 927-9600

(Name, address and telephone number of person authorized

to receive notices and communications on behalf of filing persons)

with copies to:

William M. Shields, Esq.

Jonathan M. Grandon, Esq.

Ropes & Gray LLP

Prudential Tower, 800 Boylston Street

Boston, MA 02199

Phone: (617) 951-7000

CALCULATION OF FILING FEE

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

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 21, 2010, as amended by Amendment No. 1 to Schedule TO filed on January 11, 2011, Amendment No. 2 to Schedule TO filed on January 19, 2011, Amendment No. 3 to Schedule TO filed on January 20, 2011 and Amendment No. 4 to Schedule TO filed on January 25, 2011 (which, together with any subsequent amendments and supplements thereto, collectively constitutes this “Schedule TO”). This Schedule TO relates to the tender offer by Axcan Pharma Holding B.V., a private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) organized under the laws of The Netherlands (“Purchaser”) and a wholly owned indirect subsidiary of Axcan Holdings Inc., a Delaware corporation (“Parent”), for all of the outstanding ordinary shares, par value €0.01 per share (“Shares”), of Eurand N.V., a public limited liability company ( naamloze vennootschap ) organized under the laws of The Netherlands (“Eurand”) at a price of $12.00 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated December 21, 2010, a copy of which is attached as Exhibit (a)(1)(A) (which, together with Supplement No. 1 to the Offer to Purchase and any subsequent amendments and supplements thereto, collectively constitute the “Offer to Purchase”), and in the related letter of transmittal (as amended by Amendment No. 1 to Schedule TO, the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

The information set forth in (1) the subheading “How long do I have to decide whether to tender my Shares in the Offer” on page S-iv of the “Summary Term Sheet” of the Offer to Purchase (as amended by Amendment No. 3 to the Schedule TO) and (2) Section 1 – “Terms of the Offer” on pages 5 and 6 of the Offer to Purchase (as amended by Supplement No. 1 to the Offer to Purchase and Amendment No. 3 to the Schedule TO) are hereby amended and supplemented by adding the following paragraph as the final paragraph of the subsection or section, respectively:

“On January 31, 2011, Parent, Purchaser and Eurand issued a press release announcing that the Offer, scheduled to expire at 12:01 a.m., New York City time, on February 3, 2011, has been extended to 12:01 a.m., New York City time, on February 11, 2011, unless the Offer is further extended or earlier terminated. As of 5:00 p.m., New York City time on January 28, 2011, a total of 39,539,344 Shares, or approximately 82.301% of the Shares outstanding, had been tendered and had not been withdrawn from the Offer. The joint press release announcing the extension of the Offer is attached to Schedule TO as Exhibit (a)(5)(D).”

Regulation M-A Item 1016

Item 12 of this Schedule TO is hereby amended and supplemented by adding the following exhibit thereto:

2

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 31, 2011

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