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Millennium is a leading biopharmaceutical company. In
The acquisition of Millennium accelerates Takeda's vision of becoming a global leader in oncology with critical mass in the areas of oncology discovery, development, regulatory affairs and commercialization. Millennium and Takeda have complementary research, development and commercialization capabilities, which have the potential to create a powerful new drug development engine and accelerate the potential of an emerging drug pipeline.
"Millennium greatly strengthens Takeda's global oncology portfolio, led by
the flagship product VELCADE, and further enhances its pipeline with
clinically differentiated, high-quality product candidates," said
"We are extremely proud of the commitment and passion of our employees,
who have built this vibrant organization. We look forward to continued success
as we join the Takeda Group," said
Key Strategic Benefits Takeda expects that the acquisition of Millennium will: -- Provide access to a fully-integrated oncology discovery, development and commercial platform with a seasoned management team and talented employee base; -- Add VELCADE, a growing and market-leading oncology product with near- term worldwide blockbuster potential; -- Supply access to Millennium world-class drug discovery organization, including expertise in the novel research area of protein homeostasis; -- Capitalize on Millennium proven drug development capabilities and regulatory expertise, which allowed the Company to bring VELCADE to market rapidly; -- Leverage the Millennium experienced sales force, established relationships with oncology thought leaders and highly-regarded marketing capabilities to launch future products; and -- Expand Takeda's global pipeline in GI, adding a novel anti-alpha4beta7 antibody and an oral CCR9 inhibitor for the treatment of IBD.
Financial
Takeda will finance the acquisition through cash on hand. There is no financing condition to the tender offer or second step merger.
Takeda expects that the acquisition will enhance Takeda's earnings
starting in the fiscal year ended
Transaction Terms
The acquisition is structured as an all cash tender offer for all of the
outstanding shares of Millennium common stock, followed by a merger in which
remaining shares of Millennium would be converted into the right to receive
the same
The transaction has been unanimously approved by the Boards of Directors of Millennium and Takeda.
The transaction is subject to the tender of a majority of Millennium common stock on a fully diluted basis as well as other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the antitrust laws of applicable foreign jurisdictions. The transaction is expected to close in the second-quarter of 2008.
Takeda America Holdings, Inc., which is wholly-owned by Takeda, has established Mahogany Acquisition Corp. as a wholly-owned subsidiary to effect the transaction. In the merger that follows completion of the tender offer, Mahogany Acquisition Corp. will be merged into Millennium, and the surviving entity will be an indirect wholly-owned subsidiary of Takeda.
Conference Call and Webcast Information
Takeda will host a Japanese-language investors meeting in
About Takeda
Founded in 1781 and located in
Additional information about Takeda is available through its corporate website, http://www.takeda.com .
About Millennium
Millennium, a leading biopharmaceutical company based in
Advisors
UBS Investment Bank is acting as exclusive financial advisor and Edwards Angell Palmer & Dodge LLP is acting as legal advisor to Takeda. Goldman, Sachs & Co. is acting as exclusive financial advisor and WilmerHale is acting as legal advisor to Millennium.
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 anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; 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 Millennium or Takeda's control; transaction costs; actual or contingent liabilities; and other risks and uncertainties discussed in documents filed with the U.S. Securities and Exchange Commission by Millennium, as well as the tender offer documents to be filed by Mahogany Acquisition Corp. and the Solicitation/Recommendation Statement to be filed by Millennium. Neither Millennium nor Takeda undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise.
Additional Information
The tender offer for the outstanding common stock of Millennium referred to in this press release has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Millennium common stock will be made pursuant to an offer to purchase and related materials that Mahogany Acquisition Corp. intends to file with the U.S. Securities and Exchange Commission. At the time the tender offer is commenced, Mahogany Acquisition Corp. will file a Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission, and thereafter Millennium will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. These materials will be sent free of charge to all stockholders of Millennium. In addition, all of these materials (and all other materials filed by Millennium with the U.S. Securities and Exchange Commission) will be available at no charge from the U.S. Securities and Exchange Commission through its website at http://www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the U.S. Securities and Exchange Commission by Millennium at http://www.millennium.com .
Investor Contacts: Media Contacts: Seizo Masuda (Takeda) Matt Kuhn (Takeda) (011-81) 3-3278-2037 (224) 554-5609 masuda_seizo@takeda.co.jp mkuhn@tpna.com Kyle Kuvalanka (Millennium) Karen Gobler (Millennium) (617) 761-4734 (617) 444-1392 kyle.kuvalanka@mpi.com karen.gobler@mpi.com
SOURCE Millennium Pharmaceuticals, Inc.