Eisai and MGI PHARMA Announce Early Termination of HSR Waiting Period for Eisai's Acquisition of MGI PHARMA
January 17 2008 - 7:30AM
Business Wire
Eisai Co., Ltd. (Tokyo, TSE: 4523) (�Eisai�) and MGI PHARMA, INC.
(NASDAQ: MOGN) (�MGI PHARMA�) announced today that the Federal
Trade Commission has granted early termination of the statutory
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the �HSR Act�), applicable to the
acquisition of MGI PHARMA by Eisai. As previously announced on
December 21, 2007, an indirect wholly-owned subsidiary of Eisai,
Jaguar Acquisition Corp., commenced an all cash offer to purchase
all outstanding shares of the common stock of MGI PHARMA, including
the associated preferred share purchase rights, for US$41.00 per
share, without interest and subject to applicable withholding of
taxes. The offer is scheduled to expire at 12:00 midnight (New York
City time) on January 22, 2008. The grant of early termination of
the waiting period under the HSR Act satisfies one of the
conditions to the offer. The offer is conditioned upon, among other
things, at least a majority of all MGI PHARMA shares outstanding
(on a fully diluted basis) being validly tendered and not withdrawn
prior to the expiration of the offer, and the satisfaction of other
customary conditions. The terms, conditions and other details of
the offer are set forth in the definitive merger agreement and
offering documents filed with the U.S. Securities and Exchange
Commission on December 11, 2007, and December 21, 2007, as amended.
Important Additional Information Has Been Filed with the Securities
and Exchange Commission (�SEC�) The tender offer described in this
press release has commenced, but this press release is neither an
offer to purchase nor a solicitation of an offer to sell MGI PHARMA
shares or any securities. INVESTORS AND SECURITY HOLDERS ARE URGED
TO READ BOTH THE TENDER OFFER STATEMENT ON SCHEDULE TO AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 REGARDING
THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The
tender offer statement has been filed by Eisai Co., Ltd., Eisai
Corporation of North America and Jaguar Acquisition Corp. with the
SEC, and the solicitation/recommendation statement has been filed
by MGI PHARMA, INC. with the SEC. Investors and security holders
may obtain a free copy of these statements and other documents
filed by Eisai Co., Ltd., Eisai Corporation of North America and
Jaguar Acquisition Corp. or MGI PHARMA, INC. with the SEC at the
website maintained by the SEC at www.sec.gov. The tender offer
statement and related materials, solicitation/recommendation
statement, and such other documents may be obtained for free by
directing such requests to Georgeson Inc., the information agent
for the tender offer, at 1-212-440-9800 for banks and brokers or
1-888-605-7543 for shareholders and all others. About Eisai Co.,
Ltd. Eisai Co., Ltd. is a research-based human health care (hhc)
company that discovers, develops and markets products throughout
the world. Eisai focuses its efforts in three therapeutic areas:
integrative neuroscience, including neurology and psychiatric
medicines; gastrointestinal disorders; and integrative oncology,
including oncotherapy and supportive-care treatments. Through a
global network of research facilities, manufacturing sites and
marketing affiliates, Eisai actively participates in all aspects of
the worldwide healthcare system. Eisai forecasts group sales of
�739 billion in FY2007. More than 50% of the group sales are
derived from businesses outside of Japan. About Eisai Corporation
of North America Eisai Corporation of North America is a
wholly-owned subsidiary of Eisai Co., Ltd. and supports the
activities of its operating companies in North America. These
operating companies include: Eisai Research Institute of Boston,
Inc., a discovery operation with strong organic chemistry
capabilities; Morphotek, Inc., a biopharmaceutical company
specializing in the development of therapeutic monoclonal
antibodies; Eisai Medical Research Inc., a clinical development
group; Eisai Inc., a commercial operation with manufacturing and
marketing/sales functions; and Eisai Machinery U.S.A., which
markets and maintains pharmaceutical manufacturing machinery. About
MGI PHARMA MGI PHARMA, INC. is a biopharmaceutical company focused
in oncology and acute care that acquires, researches, develops, and
commercializes proprietary products that address the unmet needs of
patients. MGI PHARMA markets Aloxi� (palonosetron hydrochloride)
Injection, Dacogen� (decitabine) for Injection, and Gliadel� Wafer
(polifeprosan 20 with carmustine implant) in the United States. MGI
PHARMA directly markets its products in the U.S. and collaborates
with partners to reach international markets. For more information
about MGI PHARMA, please visit www.mgipharma.com.
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