Takeda and Millennium Announce Early Termination of Hart-Scott-Rodino Waiting Period
29 Avril 2008 - 2:00PM
PR Newswire (US)
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 Kyle Kuvalanka (Millennium)
Karen Gobler (Millennium) (617) 761-4734 (617) 444-1392
http://www.newscom.com/cgi-bin/prnh/19991220/MLNMLOGO
http://photoarchive.ap.org/ DATASOURCE: Millennium Pharmaceuticals,
Inc. CONTACT: Investors: Seizo Masuda for Takeda, (011-81)
3-3278-2037, ; or Kyle Kuvalanka of Millennium Pharmaceuticals,
Inc., +1-617-761-4734, ; or Media: Matt Kuhn of Takeda,
+1-224-554-5609, ; or Karen Gobler of Millennium Pharmaceuticals,
Inc., +1-617-444-1392, Web site: http://www.millennium.com/
http://www.takeda.com/ Company News On-Call:
http://www.prnewswire.com/comp/114562.html
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