Millennium Pharmaceuticals Inc - Amended tender offer statement by Third Party (SC TO-T/A)
May 05 2008 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 4)
MILLENNIUM
PHARMACEUTICALS, INC.
(Name
of Subject Company)
MAHOGANY ACQUISITION CORP.
a wholly-owned subsidiary of
TAKEDA AMERICA HOLDINGS, INC.
a wholly-owned subsidiary of
TAKEDA PHARMACEUTICAL COMPANY LIMITED
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
599902103
(CUSIP Number of Class of Securities)
Iwaaki Taniguchi
President
Takeda America Holdings, Inc.
767 Third Avenue, 8
th
Floor
New York, NY 10017
Tel: (212) 421-6954
Fax: (212) 355-5243
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Bruce W. Raphael, Esq.
Matthew J. Gardella, Esq.
Edwards Angell Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
Tel: (617) 239-0100
Fax: (617) 227-4420
This
Amendment No. 4 (Amendment No. 4) amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange
Commission on April 11, 2008 (as previously amended and supplemented, the Schedule
TO) by Mahogany Acquisition Corp. (Purchaser), a Delaware corporation 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. The Schedule TO relates to the offer by Purchaser to purchase all of
the outstanding shares of common stock, par value $0.001 per share
(collectively the Shares and each share thereof a Share), of Millennium
Pharmaceuticals, Inc., a Delaware corporation (Millennium), at a
purchase price of $
25.00
per Share, net to the seller in cash, without interest
thereon and less any applicable withholding taxes, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated April 11, 2008
(the Offer to Purchase) and the related Letter of Transmittal (the Letter of
Transmittal which, together with the Offer to Purchase, as each may be amended
and supplemented from time to time, constitute the Offer). This Amendment No. 4
is being filed on behalf of Purchaser, Takeda America and TPC.
The
items of the Schedule TO set forth below are hereby amended and supplemented as
follows:
ITEM 11. ADDITIONAL
INFORMATION
Item
11 of the Schedule TO is hereby amended and supplemented by providing the
following information related to Section 16 Certain Legal Matters;
Regulatory Approvals of the Offer to Purchase:
On
Monday, May 5, 2008, the Massachusetts Superior Court for Middlesex
County, in the previously disclosed litigation captioned
Eleanor Turberg v. Millennium Pharmaceuticals, Inc.
et al.
, denied plaintiffs
motion for injunctive relief, thereby allowing the offer to proceed as
scheduled.
2
SIGNATURES
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.
Dated:
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May 5, 2008
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MAHOGANY ACQUISITION CORP.
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By:
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/s/ Iwaaki Taniguchi
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Name: Iwaaki Taniguchi
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Title: President
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Dated:
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May 5, 2008
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TAKEDA AMERICA HOLDINGS, INC.
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By:
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/s/ Iwaaki Taniguchi
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Name: Iwaaki Taniguchi
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Title: President
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Dated:
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May 5, 2008
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TAKEDA PHARMACEUTICAL COMPANY LIMITED
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By:
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/s/ Hiroshi Shinha
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Name: Hiroshi Shinha
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Title: Director and General Manager, Legal Department
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3
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