OSAKA, Japan, and CAMBRIDGE, Mass., April 29 /PRNewswire-FirstCall/ --
Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) and Millennium
Pharmaceuticals, Inc. (Nasdaq: MLNM) today announced that the Federal Trade
Commission has granted early termination of the waiting period under the
Hart- Scott-Rodino Antitrust Improvements Act of 1976, as amended, in
connection with the previously announced merger agreement between Takeda
and Millennium.
(Logo: http://www.newscom.com/cgi-bin/prnh/19991220/MLNMLOGO )
On April 28, 2008, Takeda received antitrust clearance from the
Austrian Federal Competition Authority in connection with the merger
agreement and on April 18, 2008 the German Federal Cartel Office granted
Takeda's request for early clearance to proceed with the acquisition of
Millennium shares under the merger agreement. As a consequence of these
events, all of the conditions in the merger agreement that relate to the
expiration or termination of applicable anti-trust waiting periods or
obtaining clearances under applicable anti-trust laws have been met.
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 .
Forward-Looking Statements
This press release contains "forward-looking statements" that involve
significant risks and uncertainties, including statements regarding the
merger agreement between Millennium and Takeda. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including: 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 transactions contemplated by the
merger agreement; uncertainties as to how many of Millennium stockholders
will tender their shares in the offer; the risk that competing offers will
be made; the possibility that various closing conditions for the
transactions contemplated by the merger agreement may not be satisfied or
waived, including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the transactions; the effects of
disruption from the transactions 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; the
possibility that a preliminary injunction enjoining or delaying the
consummation of the transaction will be granted in Turberg v. Millennium,
et al., a purported shareholder class action lawsuit filed on April 10,
2008; 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 filed by Mahogany Acquisition Corp. and Takeda and
the Solicitation/Recommendation Statement filed by Millennium. Neither
Millennium, Takeda nor Mahogany Acquisition Corp. undertakes any obligation
to update any forward-looking statements as a result of new information,
future developments or otherwise.
Additional Information
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 has been made pursuant to a Tender Offer
Statement, including an offer to purchase and related materials, that
Mahogany Acquisition Corp. has filed with the U.S. Securities and Exchange
Commission. Millennium has filed with the U.S. Securities and Exchange
Commission a Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. THE TENDER OFFER STATEMENT (INCLUDING THE
OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. These materials have
been 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) are 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 or through the Altman
Group, the Information Agent for the tender offer, at 866-751-6316 for
security holders and 201-806-7300 for banks and brokers.
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 for Takeda, (011-81)
3-3278-2037, masuda_seizo@takeda.co.jp; or Kyle Kuvalanka of
Millennium Pharmaceuticals, Inc., +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
Pharmaceuticals, Inc., +1-617-444-1392, karen.gobler@mpi.com
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