Millennium Pharmaceuticals Inc - Current report filing (8-K)
15 5월 2008 - 6:27AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date of Report (Date of
earliest event reported):
May 14, 2008
Millennium Pharmaceuticals, Inc.
(Exact Name of Registrant as
Specified in Charter)
Delaware
|
|
000-28494
|
|
04-3177038
|
(State
or Other Jurisdiction
of Incorporation
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
40
Landsdowne Street
Cambridge, Massachusetts
|
|
02139
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
617-679-7000
(Registrants telephone
number, including area code)
Not applicable
(Former Name or Former
Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2.
below):
o
|
|
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
|
o
|
|
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
|
|
|
|
o
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
|
Item 3.01. Notice of
Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On April 10, 2008, Millennium Pharmaceuticals, Inc.,
a Delaware corporation (Millennium or the Company), entered into an
Agreement and Plan of Merger (the Merger Agreement) with Takeda America
Holdings, Inc. (Parent), a New York corporation and wholly-owned
subsidiary of Takeda Pharmaceutical Company Limited (TPC), and Mahogany
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of
Parent (Merger Sub). Pursuant to the
Merger Agreement, upon the terms and subject to the conditions thereof, Merger
Sub commenced a tender offer (the Offer) on April 11, 2008 to acquire
all of the outstanding shares of common stock of the Company at a purchase
price of $25.00 per share, net to the holder in cash (the Offer Price),
subject to any required withholding of taxes, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 11, 2008 (the Offer
to Purchase), and the related Letter of Transmittal, each as amended or
supplemented from time to time.
On May 14, 2008, TPC and Millennium announced
the completion of the Offer. The initial
offering period of the Offer expired at 12:00 midnight, New York City time, at
the end of Thursday, May 8, 2008, and the subsequent offering period
expired at 12:00 midnight, New York City time, at the end of Tuesday, May 13,
2008. According to Computershare Trust
Company, N.A., the depositary for the Offer, as of 12:00 midnight, New York
City time, at the end of May 13, 2008, a total of 295,628,495 shares of
Millennium common stock were validly tendered and not withdrawn in the Offer,
which represent approximately 90.3% of all outstanding shares of Millennium
common stock. Purchaser has accepted for
payment all shares of Millennium common stock that were validly tendered and
not withdrawn during the Offer, and payment for such shares has been or will be
made promptly, in accordance with the terms of the Offer.
On May 14, 2008, Merger Sub was merged with and
into Millennium pursuant to the terms of the Merger Agreement, with Millennium
surviving as an indirect wholly-owned subsidiary of TPC. At the effective time of the merger, each
issued and outstanding share of Millennium common stock that was not tendered
pursuant to the Offer was cancelled and converted into the right to receive an
amount in cash equal to the Offer Price (other than shares of Millennium common
stock that are held by Millennium, TPC, Purchaser or Takeda America or any
wholly-owned subsidiary of Millennium or Takeda America or by stockholders, if
any, who properly exercise their appraisal rights under Delaware law).
As a result of the merger, Millennium no longer
fulfills the numerical listing requirements of The Nasdaq Stock Market (Nasdaq). Accordingly, on May 14, 2008, at
Millenniums request, Nasdaq filed with the U.S. Securities and Exchange
Commission (the SEC) a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of
1934, as amended (the Exchange Act), on Form 25 thereby effecting the
delisting of the Shares from Nasdaq and the deregistration of Millennium common
stock under the Exchange Act.
Additionally, Millennium filed with the SEC a Certification on Form 15
under the Exchange Act to suspend the Companys reporting obligations under
Sections 13(a) and 15(d) of the Exchange Act.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change of Fiscal Year.
In connection with consummation of the merger, the
Companys certificate of incorporation was amended and restated as set forth in
Exhibit C to the Merger Agreement. Also,
upon consummation of the merger, the by-laws of the Company were amended and
restated in their entirety to be identical to the
2
by-laws of Merger Sub as in effect immediately prior
to the consummation of the merger, except that the name of the surviving
corporation set forth therein is Millennium Pharmaceuticals, Inc. Copies
of the restated certificate of incorporation and by-laws of the Company are
filed as Exhibit 3.1 and 3.2 to this report and are incorporated by reference
in this Item 5.03.
Item 8.01. Other Events.
On May 14, 2008, TPC and Millennium issued a
joint press release relating to the consummation of the merger,
a copy of which is
filed as Exhibit 99.1 to this report and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
See the Exhibit Index attached to this Current
Report on Form 8-K, which is incorporated herein by reference.
3
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Millennium
Pharmaceuticals, Inc.
|
|
|
|
Date: May 14, 2008
|
By:
|
/s/ Joel S. Goldberg
|
|
|
|
|
|
Joel Goldberg
|
|
|
Vice President and
Secretary
|
EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Restated
Certificate of Incorporation*
|
3.2
|
|
By-Laws*
|
99.1
|
|
Joint
Press Release, dated May 14, 2008, issued by TPC and Millennium*
|
*Filed
herewith.
Millennium Pharmaceuticals (MM) (NASDAQ:MLNM)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Millennium Pharmaceuticals (MM) (NASDAQ:MLNM)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024