Takeda and Millennium Announce Early Termination of Hart-Scott-Rodino Waiting Period
OSAKA, Japan, and CAMBRIDGE, Mass., April 29, 2008 /PRNewswire-FirstCall/ -- Takeda Pharmaceutical Company Limited and Millennium Pharmaceuticals, Inc. 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.
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.
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 .
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, www.millennium.com .
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.
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 firstname.lastname@example.org email@example.com Kyle Kuvalanka (Millennium) Karen Gobler (Millennium) (617) 761-4734 (617) 444-1392 firstname.lastname@example.org email@example.com
Posted: April 2008