- Acquisition Accelerates Takeda's Vision of Becoming a Global Leader in
Oncology -
OSAKA, Japan, and CAMBRIDGE, Mass., April 10 /PRNewswire-FirstCall/ --
Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) and Millennium
Pharmaceuticals, Inc. (Nasdaq: MLNM) today announced that they have entered
into a definitive agreement pursuant to which Takeda will acquire
Millennium for approximately $8.8 billion through a cash tender offer of
$25.00 per share. The transaction was unanimously approved by the Boards of
Directors of both companies. Upon completion of the acquisition, Millennium
will become a wholly-owned subsidiary of Takeda Pharmaceutical Company
Limited, and will continue operations in Cambridge, Massachusetts, as a
standalone business unit. Millennium will be known as Millennium
Pharmaceuticals, Inc., a Takeda Company.
(Logo: http://www.newscom.com/cgi-bin/prnh/19991220/MLNMLOGO )
Millennium is a leading biopharmaceutical company. In the United
States, Millennium markets VELCADE(R) (bortezomib) for Injection-a novel,
market- leading oncology product approved in more than 85 countries.
Millennium has an innovation-driven discovery and development organization,
which is advancing a pipeline of novel product candidates in oncology and
inflammation. This includes a potential therapy for inflammatory bowel
disease (IBD), which is expected to enter Phase III clinical trials in late
2008/early 2009. Millennium reported total revenues of approximately $528
million for 2007.
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 Yasuchika
Hasegawa, President of Takeda Pharmaceutical Company Limited. "Takeda is
committed to becoming a global leader in oncology by delivering novel
therapies that improve the standards of care for patients. Millennium has
strong discovery, development and commercial capabilities led by a
well-established management team. We are pleased that Dr. Deborah Dunsire,
Millennium President and Chief Executive Officer, and the current
management team intend to continue to lead the Company. Our strong desire
is to retain Millennium employees, who have created an entrepreneurial and
innovative culture."
"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 Deborah Dunsire, M.D., President
and Chief Executive Officer, Millennium. "Both companies share a common
vision to develop breakthrough medicines for patients, become a global
leader in oncology and expand the global reach of our IBD product
candidates. We expect this transaction to help accelerate that vision and
deliver tremendous value to patients, shareholders and our employees."
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 March 2010 before transaction related
amortization. The addition of Millennium will enhance Takeda's growth
profile immediately.
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 US$25.00 cash per share price paid in the tender offer.
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 Japan on
April 10 at 8:00 p.m. JST (7 a.m. EDT) and an investors conference call in
English at 10:00 p.m. JST (9 a.m. EDT) to discuss the transaction. The
phone number for the English conference call is 1-877-887-6076 and the
participant PIN is 160938#. The conference call recording of both events
will be available on Takeda's website at http://www.takeda.com within
several days.
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.
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.
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Related links:
http://www.millennium.com
http://www.takeda.com
Photo Notes:
NewsCom: http://www.newscom.com/cgi-bin/prnh/19991220/MLNMLOGO
AP Archive: http://photoarchive.ap.org
PRN Photo Desk, photodesk@prnewswire.com
http://www.prnewswire.com/comp/114562.html/
CONTACT:
Investors: Seizo Masuda of Takeda,
011-81-3-3278-2037, masuda_seizo@takeda.co.jp; or Kyle Kuvalanka
of Millennium, +1-617-761-4734, kyle.kuvalanka@mpi.com; or Media:
Matt Kuhn of Takeda, +1-224-554-5609, mkuhn@tpna.com; or Karen
Gobler of Millennium, +1-617-444-1392, karen.gobler@mpi.com
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