Eisai Announces Satisfaction of Conditions to Tender Offer for MGI PHARMA Shares
January 23 2008 - 7:00AM
Business Wire
Eisai Co., Ltd. (Tokyo, TSE 4523) (�Eisai�), a research-based human
health care (hhc) company, today announced the satisfaction of all
of the conditions to the offer by its indirect wholly-owned
subsidiary, Jaguar Acquisition Corp. (�Jaguar�), to purchase all
outstanding shares of the common stock of MGI PHARMA, INC. (NASDAQ:
MOGN) (�MGI PHARMA�), including the associated preferred share
purchase rights, for US$41.00 per share, without interest and
subject to applicable withholding of taxes. As of 12:00 midnight
(New York City time) on Tuesday, January 22, 2008, the expiration
date of the offer, 78,363,716 MGI PHARMA shares have been tendered
into the offer, including 18,933,563 MGI PHARMA shares tendered
through notices of guaranteed delivery, together representing over
96.1% of the outstanding shares of MGI PHARMA. All shares validly
tendered on or prior to January 22, 2008 (excluding shares tendered
through notices of guaranteed delivery) have been accepted for
payment, and Eisai expects to promptly pay for all such shares.
Shares validly tendered in satisfaction of notices of guaranteed
delivery will also be accepted for payment and promptly paid. Eisai
also announced that Jaguar has elected to provide a subsequent
offering period of three business days, which commences today and
will expire at 12:00 midnight (New York City time) on Friday,
January 25, 2008. The purpose of the subsequent offering period is
to enable holders of MGI PHARMA shares who have not yet tendered
their shares prior to the expiration of the initial offer period to
participate in the offer at any time before the expiration of the
subsequent offering period and receive US$41.00 per MGI PHARMA
share, without interest and subject to applicable withholding of
taxes. During the subsequent offering period, all MGI PHARMA shares
validly tendered will be immediately accepted for payment and the
same price of US$41.00 per share, without interest and subject to
applicable withholdings of taxes, offered during the initial offer
period will be promptly paid. Procedures for tendering MGI PHARMA
shares during the subsequent offering period are the same as during
the initial offer period with two exceptions: (1) the guaranteed
delivery procedures may not be used during the subsequent offering
period and (2) no shares tendered during the subsequent offering
period may be withdrawn. Eisai expects to consummate the merger of
Jaguar with MGI�PHARMA promptly after the expiration of the
subsequent offering period. Important Additional Information Has
Been Filed with the Securities and Exchange Commission (�SEC�) 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.
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. Forward Looking Statement Certain statements contained
in this press release constitute �forward-looking statements�
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements in this press release include
statements regarding the expected timing of the completion of the
transaction. Words such as �expects,� �anticipates,� �forecasts,�
and similar expressions are intended to identify such
forward-looking statements. We will not undertake and specifically
decline any obligation to update or correct any forward-looking
statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events.
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