Takeda Commences Cash Tender Offer for all Outstanding Shares of Millennium
12 4월 2008 - 5:19AM
PR Newswire (US)
OSAKA, Japan and NEW YORK, April 11 /PRNewswire-FirstCall/ --
Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) today
announced the commencement of its cash tender offer for all
outstanding shares of the common stock of Millennium
Pharmaceuticals, Inc. ("Millennium", Nasdaq: MLNM) for US$25.00 per
share. The tender offer is being made by Mahogany Acquisition
Corp., a wholly owned subsidiary of Takeda America Holdings, Inc.,
which is a wholly owned subsidiary of Takeda, pursuant to an Offer
to Purchase, dated April 11, 2008, and the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of April 10, 2008, by and
among Takeda America Holdings, Inc., Mahogany Acquisition Corp.,
and Millennium. Takeda is also a party to the Merger Agreement for
certain purposes. The tender offer is scheduled to expire at 12:00
midnight (New York City Time) at the end of Thursday, May 8, 2008,
unless the tender offer is extended. Following the completion of
the tender offer and, if required, receipt of approval by
Millennium's stockholders, Takeda expects to consummate a merger of
Mahogany Acquisition Corp. and Millennium in which shares of
Millennium that have not been purchased in the tender offer will be
converted into the right to receive the same cash price per share
as paid in the tender offer. The tender offer and the merger are
subject to customary closing conditions, including the acquisition
by Mahogany Acquisition Corp. in the tender offer of a majority of
Millennium's outstanding shares on a fully-diluted basis and the
expiration or early termination of the waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
and certain specified foreign antitrust laws. The Depositary for
the tender offer is Computershare Trust Company, N.A., the Dealer
Manager for the tender offer is UBS Investment Bank, and the
Information Agent for the tender offer is The Altman Group. About
Takeda Founded in 1781 and located in Osaka, Japan, Takeda
(TSE:4502) 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/. 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 considering the various closing
conditions; 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; uncertainties as to
how many of the Millennium stockholders will tender their stock in
the offer; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may
not be satisfied or waived, including that a governmental entity
may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, licensees, other business partners or governmental
entities; other business effects, including the effects of
industry, economic or political conditions outside of Takeda's
control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in the tender offer
documents filed by Mahogany Acquisition Corp. with the Securities
and Exchange Commission and the Solicitation/Recommendation
Statement to be filed by Millennium. Takeda undertakes no
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise. Important
Additional Information Has Been Filed with the Securities and
Exchange Commission ("SEC") The tender offer described in this news
release has commenced, but 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 REGARDING THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer
statement has been or promptly will be filed today by Mahogany
Acquisition Corp. with the SEC, and the solicitation/recommendation
statement has been or promptly will be filed by Millennium with the
SEC. Investors and security holders may obtain a free copy of these
statements and other documents filed by 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. DATASOURCE: Takeda Pharmaceutical
Company Limited CONTACT: Investors, Seizo Masuda, (011-81)
3-3278-2037 , or Media, Matt Kuhn, +1-224-554-5609, , both for
Takeda Pharmaceutical Company Limited
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