OSAKA, Japan, and CAMBRIDGE, Mass., May 9 /PRNewswire-FirstCall/ -- TakedaPharmaceutical Company Limited, 'Takeda', (TSE: 4502) and MillenniumPharmaceuticals, Inc., 'Millennium' (Nasdaq: MLNM) today announced thesuccessful completion of Takeda's cash tender offer by its wholly-ownedsubsidiary, Mahogany Acquisition Corp., to acquire all outstanding shares ofMillennium common stock for US$25.00 per share.
The initial offering period for the tender offer expired at 12:00midnight, New York City Time, at the end of Thursday, May 8, 2008. Thedepositary for the tender offer has advised Takeda that, as of the expirationof the initial offering period, 300,871,367 shares of Millennium common stockhave been tendered, representing approximately 91.9% of the outstanding sharesof Millennium common stock (of which 26,917,513 shares, or approximately 8.2%of the outstanding shares, were tendered under guaranteed deliveryprocedures). All shares that were validly tendered and not withdrawn(excluding shares tendered under guaranteed delivery procedures) have beenaccepted for purchase, and Takeda will promptly pay for all such shares.Shares validly tendered in satisfaction of guaranteed delivery procedures willalso be accepted for payment and promptly paid for.
Takeda also announced that it has commenced a subsequent offering periodto acquire all of the remaining untendered shares. This subsequent offeringperiod will expire at 12:00 midnight, New York City time, at the end of May13, 2008, unless extended. During this subsequent offering period, holders ofshares of Millennium common stock who did not previously tender their sharesin the offer may do so and Takeda will promptly purchase any shares properlytendered as such shares are tendered for the same consideration, withoutinterest, paid in the tender offer. Procedures for tendering shares during thesubsequent offer period are the same as during the initial offering periodwith two exceptions: (1) shares cannot be delivered by using the guaranteeddelivery procedure, and (2) pursuant to applicable law, shares tendered duringthe subsequent offer period may not be withdrawn. Takeda reserves the right tofurther extend the subsequent offering period in accordance with applicablelaw and the terms of the merger agreement.
After expiration of the subsequent offering period, Takeda intends tocomplete its acquisition of Millennium by means of a merger under Delawarelaw. As a result of its purchase of shares in the tender offer, Takeda hassufficient voting power to approve the merger without the affirmative vote ofany other Millennium stockholder.
