Millennium Pharmaceuticals Inc - Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 21 2008 - 8:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION
STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Millennium
Pharmaceuticals, Inc.
(Name of Subject Company)
Millennium
Pharmaceuticals, Inc.
(Name of Person(s) Filing Statement)
Common
Stock, par value $0.001 per share
(Title of Class of Securities)
599902103
(CUSIP Number of Class of Securities)
Deborah
Dunsire, M.D.
President
and Chief Executive Officer
Millennium
Pharmaceuticals, Inc.
40
Landsdowne Street
Cambridge,
Massachusetts 02139
(617)
679-7000
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
David
E. Redlick
, Esq.
Hal J.
Leibowitz, Esq.
Wilmer
Cutler Pickering Hale and Dorr LLP
60
State Street
Boston,
Massachusetts 02109
Telephone:
(617) 526-6000
Telecopy:
(617) 526-5000
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Joel S. Goldberg, Esq.
Vice President and Secretary
Millennium
Pharmaceuticals, Inc.
40
Landsdowne Street
Cambridge,
Massachusetts 02139
Telephone:
(617) 679-7000
Telecopy: (617) 374-0074
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Check the box if the filing relates solely
to preliminary communications made before the commencement of a tender offer.
This Amendment No. 2 amends and supplements Item 8 in the
Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule)
initially filed with the U.S. Securities and Exchange Commission on April 11,
2008, by Millennium Pharmaceuticals, Inc., a Delaware corporation (Millennium),
as amended or supplemented from time to time.
The Schedule relates to the tender offer by Mahogany Acquisition Corp.,
a Delaware corporation (Purchaser), and wholly-owned subsidiary of Takeda
America Holdings, Inc., a New York corporation, and wholly-owned
subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized
under the laws of Japan (TPC), to purchase all of the issued and outstanding
shares of Millennium common stock at a price per share of $25.00, net to the
holder thereof in cash, without interest thereon, subject to any required
withholding of taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 11, 2008, and the related Letter of
Transmittal, as each may be amended or supplemented from time to time.
All information in the Schedule, as
previously amended or supplemented, is incorporated by reference in this
Amendment No. 2, except that such information is hereby amended and
supplemented to the extent specifically provided herein. Except as otherwise indicated, the
information set forth in the original Schedule 14D-9, as previously amended or
supplemented, remains unchanged.
Capitalized terms used below but not defined in this Amendment No. 2
have the meanings set forth in the Schedule.
Item
8. Additional Information.
Item
8 is hereby amended and supplemented by adding the following under Regulatory
Approvals Antitrust in the United
States:
Millennium and TPC each filed a Premerger Notification and
Report Form under the HSR Act with the FTC and the Antitrust Division in
connection with Purchasers purchase of Millennium common stock in the Offer
and the Merger on April 18, 2008, and the required waiting period with
respect to the Offer and the Merger will expire at 11:59 p.m., New York
City time, on May 5, 2008, the first business day after the
15th calendar day following the filing, unless earlier terminated by the
FTC and the Antitrust Division or TPC receives a request for additional information
or documentary material prior to that time. Millennium and TPC have requested
early termination of the waiting period.
Item
8 is hereby further amended and supplemented by adding the following under Regulatory
Approvals Other Foreign Competition
Law Filings:
On
April 18, 2008, TPC received clearance from the German Federal Cartel
Office under Chapter VII of the Act against Restrictions of Competition of
1957, as amended. Accordingly, the condition to the Offer that the Offer and
the Merger be approved by the relevant governmental authorities of Germany has
been satisfied.
On
April 10, 2008, TPC submitted formal notification to the Austrian Federal
Competition Authority pursuant to part 1, chapter 3 of the Austrian
Cartel Act 2005. The required waiting period with respect to the Offer and the
Merger is four weeks from the filing date, unless earlier terminated. TPC has
requested
early clearance in Austria.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
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By:
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/s/
Laurie B. Keating
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Laurie
B. Keating
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Senior
Vice President and General Counsel
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Date: April 21, 2008
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