- 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.
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, 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:
Seizo Masuda (Takeda)
(011-81) 3-3278-2037
masuda_seizo@takeda.co.jp
Kyle Kuvalanka (Millennium)
(617) 761-4734
kyle.kuvalanka@mpi.com
Media Contacts:
Matt Kuhn (Takeda)
(224) 554-5609
mkuhn@tpna.com
Karen Gobler (Millennium)
(617) 444-1392
karen.gobler@mpi.com
SOURCE: Millennium Pharmaceuticals, Inc.
