Millennium Pharmaceuticals Inc - Amended tender offer statement by Third Party (SC TO-T/A)
May 09 2008 - 10:18AM
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. 5)
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. 5 (Amendment No. 5) 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. 5
is being filed on behalf of Purchaser, Takeda America and TPC.
All
capitalized terms used in this Amendment No. 5 without definition have the
meanings ascribed to them in the Schedule TO. The items of the Schedule TO set
forth below are hereby amended and supplemented as follows:
ITEM 11. ADDITIONAL
INFORMATION
Item
11 is hereby amended and supplemented by adding the following:
The
Offer expired at 12:00 midnight, New York City time, at the end of Thursday, May 8,
2008. Based on information provided by the Depositary, as of 12:00 midnight,
New York City time, at the end of Thursday, May 8, 2008, a total of
approximately 300,871,367 Shares were validly tendered pursuant to the Offer
and not withdrawn (including approximately 26,917,513 Shares delivered through
notices of guaranteed delivery), representing approximately 91.9% of the
outstanding Shares. Purchaser has accepted for payment all Shares validly
tendered and not withdrawn (excluding shares delivered through notices of
guaranteed delivery), and payment for such Shares will be made promptly in
accordance with the terms of the Offer.
Shares validly tendered in satisfaction of guaranteed delivery
procedures will also be accepted for payment and promptly paid for.
On May 9,
2008, TPC and Millennium issued a joint press release announcing the expiration
and results of the initial period of the Offer and that Purchaser has commenced
a Subsequent Offering Period for all remaining untendered Shares. The
Subsequent Offering Period will expire at 12:00 midnight, New York City time,
at the end of Tuesday, May 13, 2008. During the Subsequent Offering
Period, holders of Shares who did not previously tender their Shares during the
Offer may do so. Purchaser will immediately accept for payment all Shares
properly tendered during the Subsequent Offering Period and will promptly pay
the same $25.00 per Share, net to the seller in cash without interest thereon,
paid during the initial offering period of the Offer. The procedures for
accepting the Offer and tendering Shares during the Subsequent Offering Period
are the same as those described for the Offer in the Offer to Purchase, except
that (i) the guaranteed delivery procedures may not be used during the
Subsequent Offering Period and (ii) Shares tendered during the Subsequent
Offering Period may not be withdrawn.
The
full text of the May 9, 2008 press release is attached hereto as Exhibit (a)(5)(B).
ITEM 12. EXHIBITS
Item
12 of the Schedule TO is hereby amended and supplemented by adding the
following exhibit:
(a)(5)(B) Press
Release, dated May 9, 2008.
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: May 9, 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:
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Iwaaki Taniguchi
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Title:
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President
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Dated: May 9, 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:
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Iwaaki Taniguchi
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Title:
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President
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Dated: May 9, 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:
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Hiroshi Shinha
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Title:
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Director and General Manager, Legal Department
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