OSAKA, Japan, and CAMBRIDGE, Mass., May 9 /PRNewswire-FirstCall/ -- Takeda
Pharmaceutical Company Limited, "Takeda", (TSE: 4502) and Millennium
Pharmaceuticals, Inc., "Millennium" (Nasdaq: MLNM) today announced the
successful completion of Takeda's cash tender offer by its wholly-owned
subsidiary, Mahogany Acquisition Corp., to acquire all outstanding shares of
Millennium common stock for US$25.00 per share.
The initial offering period for the tender offer expired at 12:00
midnight, New York City Time, at the end of Thursday, May 8, 2008. The
depositary for the tender offer has advised Takeda that, as of the expiration
of the initial offering period, 300,871,367 shares of Millennium common stock
have been tendered, representing approximately 91.9% of the outstanding shares
of Millennium common stock (of which 26,917,513 shares, or approximately 8.2%
of the outstanding shares, were tendered under guaranteed delivery
procedures). All shares that were validly tendered and not withdrawn
(excluding shares tendered under guaranteed delivery procedures) have been
accepted for purchase, and Takeda will promptly pay for all such shares.
Shares validly tendered in satisfaction of guaranteed delivery procedures will
also be accepted for payment and promptly paid for.
Takeda also announced that it has commenced a subsequent offering period
to acquire all of the remaining untendered shares. This subsequent offering
period will expire at 12:00 midnight, New York City time, at the end of May
13, 2008, unless extended. During this subsequent offering period, holders of
shares of Millennium common stock who did not previously tender their shares
in the offer may do so and Takeda will promptly purchase any shares properly
tendered as such shares are tendered for the same consideration, without
interest, paid in the tender offer. Procedures for tendering shares during the
subsequent offer period are the same as during the initial offering period
with two exceptions: (1) shares cannot be delivered by using the guaranteed
delivery procedure, and (2) pursuant to applicable law, shares tendered during
the subsequent offer period may not be withdrawn. Takeda reserves the right to
further extend the subsequent offering period in accordance with applicable
law and the terms of the merger agreement.
After expiration of the subsequent offering period, Takeda intends to
complete its acquisition of Millennium by means of a merger under Delaware
law. As a result of its purchase of shares in the tender offer, Takeda has
sufficient voting power to approve the merger without the affirmative vote of
any other Millennium stockholder. As a result of such merger, Millennium will
become an indirect wholly-owned subsidiary of Takeda, and each share of
Millennium's outstanding common stock will be cancelled and (except for shares
held by Millennium, Takeda or by their wholly-owned subsidiaries or by holders
who properly exercise their appraisal rights under Delaware law) will be
converted into the right to receive the same consideration, without interest,
received by holders who tendered shares in the tender offer.
If Takeda owns at least 90% of the outstanding shares of Millennium common
stock after the subsequent offering period, and, if necessary, after Takeda's
exercise of the top-up option under the terms of the merger agreement, Takeda
will complete its acquisition by means of a short-form merger under Delaware
law at the same price per share paid in the tender offer. Upon completion of
the merger, Millennium will become an indirect wholly-owned subsidiary of
Takeda, and Millennium common stock will cease to be traded on NASDAQ.
About Takeda
Founded in 1781 and located in Osaka, Japan, Takeda is a research-based global
company with its main focus on pharmaceuticals. As the largest pharmaceutical
company in Japan and one of the global leaders of the industry, Takeda is
committed to striving toward better health for individuals and progress in
medicine by developing superior pharmaceutical products. Additional
information about Takeda is available through its corporate website,
http://www.takeda.com.
About Millennium
Millennium, a leading biopharmaceutical company based in Cambridge, Mass.,
markets VELCADE, a novel cancer product, and has a robust clinical development
pipeline of product candidates. Millennium research, development and
commercialization activities are focused in two therapeutic areas: oncology
and inflammation. By applying its knowledge of the human genome, understanding
of disease mechanisms and industrialized drug discovery platform, Millennium
is developing an exciting pipeline of innovative product candidates.
Additional information about Millennium is available through its website,
http://www.millennium.com.
Important Additional Information Has Been Filed with the Securities and
Exchange Commission ("SEC")
This news release is neither an offer to purchase nor a solicitation of an
offer to sell shares of Millennium's common stock. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS EACH HAS BEEN SUBSEQUENTLY AMENDED
AND SUPPLEMENTED, REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. The tender offer statement and the solicitation/recommendation
statement were each initially filed with the SEC on April 11, 2008. Investors
and security holders may obtain a free copy of these statements and other
documents filed by Takeda's wholly-owned subsidiary, Mahogany Acquisition
Corp., or Millennium with the SEC at the website maintained by the SEC at
http://www.sec.gov. The tender offer statement and related materials,
solicitation/recommendation statement, and such other documents may be
obtained for free by directing such requests to The Altman Group, the
information agent for the tender offer, at 1-201-806-7300 for banks and
brokers or 1-866-751-6316 for shareholders and all others. Investors and
security holders may also obtain free copies of the documents filed with the
SEC by Millennium at http://www.millennium.com.
Forward-Looking Statements
This press release contains "forward-looking statements" that involve
significant risks and uncertainties. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements, including statements regarding the ability to complete the
transaction; any statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Investors and security holders
are cautioned not to place undue reliance on these forward-looking statements.
Actual results could differ materially from those currently anticipated due to
a number of risks and uncertainties. Risks and uncertainties that could cause
results to differ from expectations include: uncertainties as to the timing of
the tender offer and merger; the possibility that various closing conditions
for the merger may not be satisfied or waived, including that a governmental
entity may prohibit, delay or refuse to grant approval for the consummation of
the merger; and other risks and uncertainties discussed in the tender offer
documents, as amended and supplemented, filed by Mahogany Acquisition Corp.
with the Securities and Exchange Commission and the
Solicitation/Recommendation Statement, as amended and supplemented, filed by
Millennium. Neither Takeda nor Millennium undertakes any obligation to update
any forward-looking statements as a result of new information, future
developments or otherwise.
SOURCE Takeda