- Statement of Beneficial Ownership (SC 13D)
May 28 2009 - 1:07PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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[Rule
13d-101]
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13D-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO §240.13D-2(a)
(Amendment
No. )*
(Name
of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title
of Class of Securities)
(CUSIP
Number)
Laurie B. Keating
Takeda America Holdings, Inc.
40 Landsdowne Street
Cambridge, MA 02139
(617) 679-7000
with copies to:
David E. Redlick
Graham Robinson
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note.
Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting persons initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on
the remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
CUSIP
No.
449394105
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1
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Name of Reporting Person
Jade Subsidiary Corporation
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
NA
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5
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Check if Disclosure of
Legal Proceedings or Actions Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
14,471,285
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9
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Sole
Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,471,285*
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
55%
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14
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Type
of Reporting Person (See Instructions)
CO
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*
An aggregate of
14,471,285
shares
of IDM Pharma, Inc. (Issuer) common stock are
subject to Stockholders Agreement dated May 18, 2009 (the Stockholders
Agreement) entered into between Takeda America Holdings, Inc. (Takeda America)
and each of the stockholders of Issuer listed on Schedule B hereto (discussed
in Items 3 and 4 below). Jade
Subsidiary
Corporation (Offeror) is a wholly owned subsidiary of Takeda America. Offeror expressly disclaims beneficial
ownership of any such shares of Issuer common stock covered by the Stockholders
Agreement, and this Schedule 13D shall not be construed as an admission that
Offeror is the beneficial owner of any securities covered by this Schedule
13D. Based on the number of shares of Issuer common stock outstanding as
of May 18, 2009 (as represented by Issuer in the Merger Agreement (as defined
herein)), the number of shares of Issuers common stock covered by the
Stockholders Agreement represents approximately 55% of Issuers outstanding
common stock
.
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CUSIP
No.
449394105
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1
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Names of Reporting Person
Takeda America Holdings, Inc.
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
NA
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5
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Check if Disclosure of
Legal Proceedings or Actions Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of
Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
14,471,285
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9
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Sole
Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,471,285 *
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13
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Percent
of Class Represented by Amount in Row (11)
55%
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14
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Type
of Reporting Person (See Instructions)
CO
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*An aggregate
of
14,471,285
shares of IDM Pharma, Inc.
( Issuer) common stock are subject to Stockholders Agreement dated May 18, 2009 (the Stockholders
Agreement) entered into between Takeda America Holdings, Inc. (Takeda
America) and each of the stockholders of Issuer listed on
Schedule B hereto (discussed in Items 3 and 4 below). Takeda America expressly disclaims beneficial
ownership of any such shares of Issuer common stock covered by the Stockholders
Agreement, and this Schedule 13D shall not be construed as an admission that
Takeda America is the beneficial owner of any securities covered by this
Schedule 13D. Based on the number of shares of Issuer common stock
outstanding as of May 18, 2009 (as represented by Issuer in the Merger
Agreement (as defined herein)), the number of shares of Issuers common stock
covered by the Stockholders Agreement represents approximately 55% of Issuers
outstanding common stock.
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CUSIP
No.
449394105
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1
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Names of Reporting Person
Takeda Pharmaceutical Company Limited
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
NA
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5
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Check if Disclosure of
Legal Proceedings or Actions Is Required Pursuant to Items 2(d) or 2(e)
o
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6
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Citizenship or Place of
Organization
Japan
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7
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Sole
Voting Power
0
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8
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Shared
Voting Power
14,471,285
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9
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Sole
Dispositive Power
0
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10
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Shared Dispositive Power
0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
14,471,285 *
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
o
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13
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Percent
of Class Represented by Amount in Row (11)
55%
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14
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Type
of Reporting Person (See Instructions)
CO
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* An aggregate of 14,471,285
shares of IDM Pharma, Inc. (Issuer) common stock are subject to Stockholders
Agreement dated May 18, 2009 (the Stockholders Agreement) entered into
between Takeda America Holdings, Inc. (Takeda America) and each of the
stockholders of Issuer listed on Schedule B hereto (discussed in Items 3 and 4
below). Takeda America is a wholly owned
subsidiary of Takeda Pharmaceutical Company Limited (TPC). TPC expressly disclaims beneficial ownership
of any such shares of Issuer common stock covered by the Stockholders
Agreement, and this Schedule 13D shall not be construed as an admission that
TPC is the beneficial owner of any securities covered by this Schedule
13D. Based on the number of shares of
Issuer common stock outstanding as of May 18, 2009 (as represented by Issuer in
the Merger Agreement (as defined herein)), the number of shares of Issuers
common stock covered by the Stockholders Agreement represents approximately
55% of Issuers outstanding common stock.
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This Schedule 13D (this Statement) is being filed with the
Securities and Exchange Commission by Jade Subsidiary Corporation, a Delaware
corporation (Offeror) and
wholly owned subsidiary of Takeda America Holdings, Inc. (Takeda America),
which is a New York corporation and wholly owned subsidiary of Takeda
Pharmaceutical Company Limited (TPC), a corporation organized under the laws
of Japan, in connection with the Stockholders Agreement (the
Stockholders Agreements), dated as of May 18, 2009, by and among Takeda
America and Micro Cap Partners, L.P., Palo Alto Fund II, L.P., Palo Alto
Healthcare Master Fund, L.P., Palo Alto Healthcare Master Fund II, L.P., Palo
Alto Small Cap Master Fund, L.P., UBTI Free, L.P., Medarex, Inc., Timothy P.
Walbert, John P. McKearn, Robert J. De Vaere, Jeffrey W. Sherman, Timothy C.
Melkus, Michael G. Grey, Robert Beck and Gregory J. Tibbitts (each a
Stockholder and collectively, the Stockholders). The Stockholders Agreement was entered into
in connection with the signing of the Agreement and Plan of Merger (the Merger Agreement), dated as of May
18, 2009, by and among Takeda America, Offeror and IDM Pharma, Inc., a Delaware
corporation (Issuer). The Merger
Agreement provides for, subject to the satisfaction or waiver of the conditions
set forth therein, Takeda Americas acquisition of Issuer pursuant to (i) a
tender offer (the Offer) by Offeror for all of Issuers issued and
outstanding shares of common stock, $0.01 par value per share (Common Stock),
at a price of $2.64 per share net to the
seller in cash (the Offer Price), followed by (ii) the merger of Offeror with
and into Issuer with Issuer as the surviving corporation (the Merger). The Offer Price will be subject to any
required withholding of taxes, and no interest will be paid thereon.
Item 1.
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Security and Issuer.
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This Statement relates to
shares of Common Stock. The principal
executive office of Issuer is located at 9 Parker, Suite 100, Irvine, CA
92618. The telephone number at that location is (949) 470-4751.
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Item 2.
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Identity and Background.
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This
Statement is being filed by TPC, Takeda America and Offeror.
TPC is a Japanese corporation. TPCs
principal executive offices are located at 1-1, Doshomachi 4-chome, Chuo-ku,
Osaka 540-8645, Japan. TPC is a research-based global pharmaceutical company.
TPC is engaged in the discovery, development, manufacturing, marketing,
importing and exporting of pharmaceutical drugs.
Takeda America is a New York corporation.
Takeda Americas principal executive offices are located at 767 Third Avenue,
8th Floor, New York, NY 10017, USA. As a wholly-owned subsidiary of TPC,
Takeda America handles cash management and investment activities for TPC
within the North America region.
Offeror is a Delaware corporation and a
wholly-owned subsidiary of Takeda America. Offeror was organized by TPC to
acquire IDM and has not conducted any unrelated activities since its
organization. All outstanding shares of the capital stock of Offeror are
wholly-owned by Takeda America. Offerors principal executive offices are
located at 40 Landsdowne Street, Cambridge, MA
02139.
The name, business address, present principal occupation or
employment and citizenship of each director and executive officer of TPC,
Takeda America and Offeror are set forth on
Schedule A
hereto and
are incorporated herein by reference.
The name, business address, citizenship,
present principal occupation and employment history for the past five years
of each of the directors and executive officers of TPC, Takeda America and
Offeror are set forth on
Schedule A
hereto and are incorporated herein by reference.
During the last five years, neither TPC, Takeda
America nor Offeror, nor, to the knowledge of TPC, Takeda America, or
Offeror, any of the persons listed on
Schedule A
has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors),
or was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or
Other Consideration.
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As inducement for Takeda
America to enter into the Merger Agreement, the Stockholders entered into a
Stockholders Agreement. Pursuant to
the Stockholders Agreement, during the Support Period (as described below
for each Stockholder), each Stockholder has agreed to tender into and accept
the Offer and sell to us all such persons Common Stock pursuant to the
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Offer not later than the
Expiration Date (as defined in the Merger Agreement) and has agreed during
the Support Period not to withdraw such Common Stock once tendered. With
respect to directors and officers of IDM, the Support Period is the
period from May 18, 2009 until the termination of the Stockholders Agreement
pursuant to its terms. With respect to Palo Alto Investors, LLC and its
affiliated funds, the Support Period is the period from May 18, 2009
until the first to occur of (1) the Acceptance Time, as defined in the Merger
Agreement, (2) July 22, 2009, (3) a Company Adverse Recommendation Change, as
defined in the Merger Agreement, (4) receipt by IDM or its board of
directors, or the public announcement of, an unsolicited written proposal by
a third party that is at a higher per share price than the Offer Price and is
reasonably capable of being completed on the terms proposed, or (5) the
termination of the Stockholders Agreement pursuant to its terms. With
respect to Medarex, Inc., the Support Period is the period from May 18,
2009 until the first to occur of (1) the Acceptance Time, (2) July 22, 2009,
(3) a Company Adverse Recommendation Change, or (4) the termination of the
Stockholders Agreement pursuant to its terms.
Takeda
America estimates that the total amount of funds required to purchase all
outstanding shares of Common Stock pursuant to the Offer and to complete the
Merger will be approximately
$67,416,621 million, excluding IDMs fees and expenses. Offeror, through Takeda America, will have
sufficient funds and financial resources available to pay the closing
consideration to each Issuer stockholder who validly tenders his or her
shares of Common Stock in the Offer and to acquire all of the outstanding
shares of Common Stock pursuant to the Merger.
Schedule B
hereto sets forth, to the knowledge of TPC, Takeda America and Offeror, the
number of shares of Common Stock beneficially owned (for purposes of Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) by each Stockholder.
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Item 4.
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Purpose of Transaction.
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On May 18, 2009, Takeda
America, Offeror and Issuer entered into the Merger Agreement, pursuant to
which, and subject to the satisfaction or waiver of the conditions set forth
therein, Takeda America will acquire Issuer via the Offer and the subsequent
Merger. Upon consummation of the Offer, Issuer will become a majority
owned subsidiary of Offeror, and a majority owned indirect subsidiary of
Takeda America. Upon consummation of
the Merger, Issuer will become a wholly-owned subsidiary of Takeda America. The primary intent of Takeda America and
Offeror is to complete the Offer and the Merger so that Takeda America
acquires control of Issuer.
In
the Offer, Offeror is offering to purchase all the outstanding shares of
Common Stock
at a price
of $2.64 per Share, net to the seller in cash (the Offer Price). The Offer Price will be subject to any
required withholding of taxes, and no interest will be paid thereon.
The
Offer is conditioned upon, among other things, there being validly tendered
and not properly withdrawn prior to the expiration of the Offer a number of
shares of Common Stock that represents at least a majority of the outstanding
shares of Common Stock on a fully diluted basis (the Minimum
Condition). The Minimum Condition may
not be waived without Issuers written consent.
The Merger Agreement
provides that, promptly after Offeror first accepts for payment any shares of
Common Stock tendered and not withdrawn pursuant to the Offer, and from time
to time thereafter, Offeror is entitled to elect or designate such number of
members of Issuers board of directors, rounded up to the next whole number,
as is equal to the product of:
·
the
total number of directors on Issuers board of directors (after giving effect
to the directors elected or designated by Offeror) multiplied by
·
the
percentage that the aggregate number of shares of Common Stock beneficially
owned by Takeda America or Offeror bears to the total number of shares of
Common Stock then outstanding, provided that in no event shall Offerors
designees constitute less than a majority of Issuers board.
Pursuant to the terms of
the Merger Agreement, Issuer has granted Offeror an irrevocable option to
purchase, at a per share price equal to the Offer Price, that number of
shares of Common Stock that is equal to one share of Common Stock more than
the number of shares of Common Stock needed to give Offeror ownership of 90%
of the outstanding shares of
Common Stock on a fully
diluted basis.
Offeror
may exercise this top-up option only after the first time at which Offeror
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accepts
for payment and pays for any shares of Common Stock pursuant to the Offer.
Under
the Delaware General Corporation Law (the DGCL), if, as a result of the
Offer or otherwise, Offeror acquires at least 90% of the outstanding shares
of Common Stock, Takeda America and Offeror could effect the Merger without
prior notice to, or any action by, any other stockholder of Issuer.
Upon
consummation of the Merger, each outstanding share of Common Stock (
other than (1) any Common Stock held by
Issuer as treasury stock or owned by Takeda America, Offeror or any subsidiary
of Issuer, Takeda America or Offeror and (2) any Common Stock held by a
holder who has not voted in favor of or consented to the Merger and who has
properly demanded and perfected his, her or its right to be paid the fair
value of such Common Stock (Appraisal Shares) in accordance with the
provisions of Section 262 of the DGCL
) will be
automatically cancelled and converted into the right to receive the Offer
Price.
Upon
consummation of the Merger, the (i) directors of Offeror will be appointed as
the directors of Issuer, (ii) certificate of incorporation of Issuer will be
amended and restated in the form attached to the Merger Agreement and (iii)
the bylaws of Issuer will be the bylaws of Offeror immediately prior to the
consummation of the Merger.
Following the Merger, the
shares of Common Stock will no longer be traded on the Nasdaq Global Market,
there will be no public market for such shares, and registration of such
shares under the Exchange Act will be terminated.
As an inducement to enter
into the Merger Agreement, and in consideration thereof, each Stockholder,
solely in such Stockholders capacity as a stockholder of Issuer, entered
into the Stockholders Agreement with
Takeda America.
Pursuant to the
Stockholders Agreement, during the Support Period (as described below for
each Stockholder), each Stockholder has agreed to tender into and accept the
Offer and sell to us all such persons Common Stock pursuant to the Offer not
later than the Expiration Date (as defined in the Merger Agreement) and has
agreed during the Support Period not to withdraw such Common Stock once
tendered. With respect to directors and officers of IDM, the Support Period
is the period from May 18, 2009 until the termination of the Stockholders
Agreement pursuant to its terms. With respect to Palo Alto Investors, LLC and
its affiliated funds, the Support Period is the period from May 18, 2009
until the first to occur of (1) the Acceptance Time, as defined in the Merger
Agreement, (2) July 22, 2009, (3) a Company Adverse Recommendation Change, as
defined in the Merger Agreement, (4) receipt by IDM or its board of
directors, or the public announcement of, an unsolicited written proposal by
a third party that is at a higher per share price than the Offer Price and is
reasonably capable of being completed on the terms proposed, or (5) the
termination of the Stockholders Agreement pursuant to its terms. With
respect to Medarex, Inc., the Support Period is the period from May 18,
2009 until the first to occur of (1) the Acceptance Time, (2) July 22, 2009,
(3) a Company Adverse Recommendation Change, or (4) the termination of the
Stockholders Agreement pursuant to its terms.
The Stockholders
Agreement and the obligations of each Stockholder thereunder will terminate
automatically upon the earlier to occur of (1) the termination of the Merger
Agreement in accordance with its terms, (2) the occurrence of any amendment,
waiver or modification to the Merger Agreement made without the prior written
consent of the Stockholders that (a) changes the form of the Offer
consideration, (b) decreases the Offer Price, (c) extends the outside date
before which the Offer must be consummated, (d) adds additional conditions to
the Offer or (e) otherwise materially and adversely affects the Stockholders,
and (3) the time at which the Common Stock are accepted for payment pursuant
to the Offer.
The
foregoing descriptions of the Merger Agreement and the Stockholders
Agreement do not purport to be complete and are qualified in their entirety
by reference to such agreements. A copy of the Merger Agreement is
attached as
Exhibit 1
to this Statement and a copy of the form of
Stockholders Agreement is attached as
Exhibit 2
to this Statement.
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Item 5.
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Interest in Securities of Issuer.
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(a) and (b)
As a result of the
Stockholders Agreement, TPC, Takeda America, Offeror and the persons named
in
Schedule A
may be deemed to have the power to vote up to 14,471,285
shares of Common Stock due to the obligation of the Stockholders to tender
their Common Stock into the Offer and otherwise as provided in the
Stockholders Agreement, and thus, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, TPC, Takeda America, Offeror and the persons named in
Schedule A
may be deemed to be the beneficial owners of an aggregate
14,471,285 shares of Common Stock, constituting approximately 55% of the
issued and outstanding shares of Common Stock as of May 18, 2009.
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Neither TPC, Takeda America
nor Offeror nor, to the knowledge of TPC, Takeda America and Offeror, any
person named in
Schedule A
is entitled to any rights as a stockholder
of Issuer as to the Common Stock covered by the Stockholders Agreement,
except as otherwise expressly provided in the Stockholders Agreement or as
disclosed in
Schedule A
hereto.
Each of TPC, Takeda America, Offeror and the persons named in
Schedule
A
disclaims any beneficial ownership of such shares.
Pursuant to the terms of
the Merger Agreement, Issuer has granted Offeror an irrevocable option to
purchase, at a per share price equal to the Offer
Price, that number of shares of Common
Stock that is equal to one share of Common Stock more than the number of
shares of Common Stock needed to give Offeror ownership of 90% of the
outstanding shares of Common Stock on a fully diluted basis. Offeror may
exercise this top-up option only after the first time at which Offeror
accepts for payment and pays for any shares of Common Stock pursuant to the
Offer.
Except as set forth in this
Item 5(a) and (b) or in
Schedule A
hereto, none of TPC, Takeda
America, Offeror or, to the knowledge of TPC, Takeda America and Offeror, any
person named on
Schedule A
hereto, beneficially owns any shares of
Common Stock.
(c)
Except for the agreements described above, to the knowledge of TPC, Takeda
America and Offeror, no transaction in the class of securities reported has
been effected during the past 60 days by TPC, Takeda America, Offeror or any
person named in
Schedule A
.
(d)
To the knowledge of TPC, Takeda America or Offeror, no other person has the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities of Issuer reported herein.
(e)
Inapplicable.
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Item 6.
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Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of Issuer.
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Except for the agreements
described above, to the knowledge of TPC, Takeda America and Offeror, there
are no contracts, arrangements, understandings or relationships (legal or
otherwise), including, but not limited to, transfer or voting of any of the
shares of Common Stock, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, between the persons named in
Item 2 hereof and any other person, with respect to any securities of Issuer,
including any securities pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or investment
power over such shares.
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Item 7.
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Material to be Filed as
Exhibits.
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Exhibit 1: Agreement and
Plan of Merger by and among Takeda America Holdings, Inc., Jade Subsidiary
Corporation and IDM Pharma, Inc., dated May 18, 2009 (filed as Exhibit 2.1 to
the Current Report on Form 8-K filed on May 18, 2009 by IDM Pharma, Inc., and
incorporated herein by reference).
Exhibit 2: Stockholders
Agreement between Takeda America and each of the Stockholders party thereto,
dated May 18, 2009 (filed as Exhibit 99.1 to the Current Report on Form 8-K
filed on May 18, 2009 by IDM Pharma, Inc., and incorporated herein by
reference).
Exhibit 3: Joint Filing
Agreement, dated May 28, 2009.
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[SIGNATURES APPEAR ON FOLLOWING PAGE]
8
SIGNATURES
After reasonable inquiry and
to the best of its knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
Dated: May 28,
2009
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JADE SUBSIDIARY
CORPORATION
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/s/ Laurie B. Keating
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Laurie B. Keating
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President
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Dated: May 28,
2009
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TAKEDA AMERICA HOLDINGS,
INC.
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/s/ Iwaaki Taniguchi
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Iwaaki Taniguchi
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President
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Dated: May 28,
2009
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TAKEDA PHARMACEUTICAL
COMPANY LIMITED
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/s/ Yasuchika Hasegawa
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Yasuchika Hasegawa
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President
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9
SCHEDULE A
DIRECTORS AND
EXECUTIVE OFFICERS OF TPC, TAKEDA AMERICA AND OFFEROR
Directors and Executive
Officers of TPC
The following
table sets forth the name, present principal occupation or employment, and
material occupations, positions, offices or employment for the past five years
of each of the directors and executive officers of TPC, as well as the
beneficial ownership of each such individual of shares of IDM common
stock. The business address and phone number
of each of these individuals is c/o Takeda Pharmaceutical Company Limited, 1-1,
Doshomachi 4-chome, Chuo-ku, Osaka 540-8645 Japan, +81 6 6204-2111, and unless
otherwise indicated below each of these individuals is a citizen of Japan.
Unless otherwise indicated, none of these individuals beneficially owns any
shares of IDM common stock.
Kunio
Takeda
Retiring June 25, 2009
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Chairman of the Board
of TPC since June 2003. Mr. Takeda also served as President of TPC
(June 1993June 2003). Mr. Takeda has held a variety
of positions with TPC since 1962.
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Yasuchika Hasegawa
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President of TPC since
June 2003. Mr. Hasegawa also served TPC as a member of the Board
(June 1999present), General Manager, Pharmaceutical Division
(October 1998June 2001) and General Manager, Corporate
Strategy & Planning Department (June 2001June 2003).
Mr. Hasegawa has held a variety of positions with TPC
since 1970.
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Makoto Yamaoka
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Senior Managing
Director of TPC since June 2006. Mr. Yamaoka joined the Board of
Directors of TPC June 2002, serving as Managing Director
(June 2004June 2006), and Senior Managing Director
(June 2006present). Mr. Yamaoka also previously served as an
officer of TPC, as General Manager, Pharmaceutical Marketing Division
(November 2000April 2007) and General Manager Corporate
Strategy & Planning Department (April 2007April 2008).
Mr. Yamaoka has held a variety of positions with TPC since 1969.
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Kiyoshi Kitazawa,
Ph.D. Retiring June 25, 2009
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Managing Director of
TPC since June 2006. Dr. Kitazawa joined the Board of Directors of
TPC June 2002, and served as General Manager Strategic Product Planning
Department (April 2001October 2002;
June 2006April 2008) and General Manager, Pharmaceutical
Development Division (October 2002June 2006). Dr. Kitazawa
has held a variety of positions with TPC since 1971.
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Hiroshi Shinha
Retiring June 25, 2009
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Director of TPC since
June 2003 and General Manager, Legal Department since June 2002.
Director and Secretary of Offeror since April 2008. Mr. Shinha also
served as Manager, Legal Department TPC (April 1991June 2002).
Mr. Shinha has held a variety of positions with TPC since 1971.
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Yasuhiko Yamanaka
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Director of TPC since
June 2007 and General Manager Pharmaceutical Marketing Division since
April 2007. Mr. Yamanaka also previously served as an officer of
TPC, as Senior Manager, Corporate Business Planning, Corporate
Strategy & Planning Department (April 2002June 2003) and
General Manager Corporate Strategy & Planning Department
(June 2003April 2007). Mr. Yamanaka has held a variety of
positions with TPC since 1979.
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Masumitsu Inoue
New Corporate Officer effective June 25, 2009
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General Manager,
Corporate Strategy and Planning Department of TPC since April 2008.
Mr. Inoue also served TPC as Manager (Tax), Finance and Accounting Department
(April 2002June 2003), Senior Manager (Accounting), Finance and
Accounting Department (June 2003May 2006), Senior Manager
(Corporate Business Planning), Corporate Strategy Planning Department
(May 2006April 2008).
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Masato Iwasaki
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General Manager,
Strategic Product Planning Department of TPC since April 2008.
Mr. Iwasaki also served TPC, as Group Manager, Marketing Department
(Diabetes), Pharmaceutical Marketing Division
(October 2002November 2003), Manager Strategic Product Planning
Department (November 2003December 2003) and Category I Leader,
Strategic Product Planning Department (December 2003April 2008).
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Toshikazu Ban
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General Manager, Global
Licensing and Business Development Department of TPC since January 2008.
Mr. Ban also served TPC as General Manager, SPU
(December 2001May 2004), Manager, Pharmaceutical Licensing
Department (May 2004November 2004) and Senior Manager,
Pharmaceutical Licensing, Global Licensing and Business Development
Department (November 2004January 2008).
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Shigenori Ohkawa,
Ph.D.
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Director of TPC since
June 200
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and General Manager Pharmaceutical Research Division of TPC since
October 2005. Mr. Ohkawa also served TPC as Research Manager and
General Research Manager of Medical Chemistry Research Laboratories,
Pharmaceutical Research Division (October 2002October 2005).
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Takashi Inkyo
New Corporate Officer effective June 25, 2009
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General Manager,
Pharmaceutical Production Division of TPC since November 2006.
Mr. Inkyo also served TPC as General Manager, Production Control
Department, Pharmaceutical Production Division
(April 2002April 2004), General Manager, Shonan Plant
(April 2004April 2006) and General Manager, Auditing Department
and Office of the Corporate Auditors (April 2006November 2006).
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Alan MacKenzie
New candidate for director effective June 25, 2009
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Newly elected Director
of TPC (starting June 2009) and Executive Vice President, International
Operations of Takeda Pharmaceuticals International, Inc. since
April 2009. Mr. MacKenzie also served Takeda America and Takeda
Pharmaceuticals North America, Inc. (TPNA) (One Takeda Parkway,
Deerfield, IL 60015, USA) in dual roles as Executive Vice President for
Takeda America and as Director, President & CEO for TPNA (May 2008March 2009).Mr. MacKenzie
previously served TAP Pharmaceutical Products, Inc. (675 Field Drive,
Lake Forest, IL 60045, USA) as President (2004-2008). Mr. MacKenzies
business address and telephone number is c/o Takeda Pharmaceuticals
International, Inc., One Takeda Parkway, Deerfield, IL 60015 USA,
224-554-5270. Mr. MacKenzie is a U.S. Citizen.
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Toyoji Yoshida
New candidate for director effective June 25, 2009
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Corporate
Auditor since June 2007. Mr. Yoshida also served TPC as Director of
TPC since June 2003 until June 2007, and served as General Manager
of Corporate Communications Department (April 2002-June 2007),
General Manager of Public Relations Department.
(April 1997-March 2002). Mr. Yoshida has held a variety of
positions with TCP since 1971.
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Directors and Executive
Officers of Takeda America
The following
table sets forth the name, business address, present principal occupation or
employment and material occupations, positions, offices or employment for the
past five years of each director and executive officer of Takeda America, as
well as the beneficial ownership of each such individual of shares of IDM
common stock. All directors and executive officers listed below are citizens of
Japan. Unless otherwise indicated, none of these individuals beneficially owns
any shares of IDM common stock.
Hiroshi Takahara
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Director of Takeda
America since June 2003. General Manager Finance & Accounting
Department of TPC since June 2003. Mr. Takahara also served TPC as
Senior Manager (Tax), Finance and Accounting Department
(April 2002June 2003). Mr. Takaharas business address and
telephone number is c/o Takeda Pharmaceutical Company Limited, 1-1 Doshomachi
4-chome, Chuo-ku, Osaka-shi, Osaka 540-8645 JAPAN, +81 6 6204-2111.
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Iwaaki Taniguchi
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Director and President
of Takeda America since November 2004. Director and President of Offeror
since April 2008. Mr. Taniguchi also served Shinsei Bank Limited
(399 Park Avenue, New York, NY 10022, USA) as Deputy Chief
Representative, New York Representative Office (April 2001December 2003).
Mr. Taniguchi then served TPC as Manager, Finance and Accounting
Department (Financing) (December 2003November 2004) and Senior
Manager, Finance and Accounting Department (Financing) (November 2004September 2006).
Mr. Taniguchis business address and telephone number is c/o Takeda
America Holdings, Inc., 767 Third Avenue, 8th Floor, New York,
NY 10017, USA, 212-421-6950.
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Takashi Mino
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Executive Vice
President, Treasurer and Secretary of Takeda America since July 2006.
Mr. Mino has also served TPCs Finance and Accounting Department since
(April 2002July 2006), including as Assistant Manager
(October 2005July 2006). Mr. Minos business address and
telephone number is c/o Takeda America Holdings, Inc.,
767 Third Avenue, 8th Floor, New York,
NY 10017, USA, 212-421-6950.
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Director and Executive
Officer of Offeror
The following
table sets forth the name and present principal occupation or employment, and
material occupations, positions, offices or employment for the past five years
of the director and executive officer of Offeror. The business address of this
individual is c/o Millennium Pharmaceuticals, Inc., at 40 Landsdowne
Street, Cambridge, Massachusetts, 02139,
and this individual is a citizen of the United States of America.
Laurie Keating
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Director, President,
Treasurer and Secretary of Offeror since its formation on May 14, 2009.
Ms. Keating is currently the Senior Vice President, General Counsel and
Secretary of Millennium Pharmaceuticals Inc. (September 2004 to present).
Prior to joining Millennium, Ms. Keating was Vice President of
Operations and Finance (September 2003 to September 2004), member
of the Board of Directors (June 2001 to December 2007) and Chief
Executive Officer (June 2001 to September 2003) of Hydra
Biosciences, Inc., a biopharmaceutical company. Previously she held a
variety of senior executive positions at high technology companies, including
serving as Senior Vice President, General Counsel and Secretary of Iomega
Corporation and Sybase, Inc.
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SCHEDULE B
Shares of Common Stock of IDM Pharma, Inc.
Beneficially Owned by the Stockholders
Stockholder
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Shares
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Options
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RSUs
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Warrants
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Micro Cap Partners, L.P. (*)
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1,950,946
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283,079
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Palo Alto Fund II, L.P. (*)
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885,539
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66,918
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Palo Alto Healthcare Master Fund, L.P. (*)
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2,931,029
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381,571
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Palo Alto Healthcare Master Fund II, L.P. (*)
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2,047,136
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42,518
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Palo Alto Small Cap Master Fund, L.P. (*)
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2,341,500
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190,719
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UBTI Free, L.P. (*)
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201,707
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Medarex, Inc.
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2,624,279
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Timothy P. Walbert
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107,354
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313,000
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John P. McKearn
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20,000
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116,840
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Robert J. De Vaere
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10,401
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55,235
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154,000
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Jeffrey W. Sherman
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47,091
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83,000
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Timothy C. Melkus
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2,714
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31,207
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68,000
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Michael G. Grey
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40,000
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40,411
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Robert Beck
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36,841
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Gregory J. Tibbitts
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16,250
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