Eisai Announces Completion of Tender Offer for MGI Pharma Shares
January 26 2008 - 7:00AM
Business Wire
Eisai Co., Ltd. (Tokyo, TSE 4523) (�Eisai�), a research-based human
health care (hhc) company, today announced the completion of 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 Friday, January
25, 2008, the expiration date of the previously announced
subsequent offering period for the offer, 76,494,076 MGI PHARMA
shares have been validly tendered into the offer, representing over
93.8% of the outstanding shares of MGI PHARMA. All shares validly
tendered in the offer have been accepted for payment, and the
consideration for all such shares either has been paid or will
promptly be paid. As the final step of the acquisition process,
Eisai intends to effect a short-form merger of Jaguar with and into
MGI PHARMA, in which the remaining MGI PHARMA shareholders, other
than shareholders who elect to exercise their dissenter�s rights
under applicable Minnesota law, will receive the same cash price of
US$41.00 per share paid in the offer, without interest and subject
to applicable withholding of taxes. Consummation of the short-form
merger is expected to occur on the next business day. Following the
merger, MGI PHARMA will become a wholly-owned subsidiary of Eisai
Corporation of North America, a wholly-owned subsidiary of Eisai
Co., Ltd., and MGI PHARMA common stock will be delisted and will
cease to trade on the NASDAQ National Market. 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 merger. Words such as
�expects,� �anticipates,� �forecasts,� �intends� 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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