MOGN Mgi Pharma (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9
(Amendment No. 6)

SOLICITATION/RECOMMENDATION STATEMENT UNDER

SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

MGI PHARMA, INC .

(Name of Subject Company)

MGI PHARMA, INC .

(Name of Persons Filing Statement)

Common Stock, Par Value $0.01 per share

(including the associated preferred stock purchase rights)

(Title of Class of Securities)

552880106

(CUSIP Number of Class of Securities)

E ric P. Loukas

Executive Vice President, Chief Operating Officer,

General Counsel and Corporate Secretary

MGI PHARMA, INC.

5775 West Old Shakopee Road, Suite 100

Bloomington, Minnesota 55437-3174

(952) 346-4700

  (Name, address and telephone numbers of person authorized to receive notice and

 communications on behalf of the persons filing statement)

  Copies to:

 Asher M. Rubin

Glenn C. Campbell

William I. Intner

Hogan & Hartson L.L.P.
111 S. Calvert Street — Suite 1600

Baltimore, Maryland 21202

(410) 659-2700

                This Amendment No. 6 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed on December 21, 2007 (as previously amended and supplemented by Amendment No. 1 on January 4, 2008 , Amendment No. 2 on January 11, 2008, Amendment No. 3 on January 17, 2008, Amendment No. 4 on January 22, 2008, and Amendment No. 5 on January 23, 2008, the “Schedule 14D-9”) with the Securities and Exchange Commission (the “SEC”) by MGI PHARMA, INC., a Minnesota corporation (the “Company”).  The Schedule 14D-9 relates to the offer by Jaguar Acquisition Corp. (“Offeror”), a Minnesota corporation and an indirect wholly-owned subsidiary of Eisai Co., Ltd., a corporation organized under the laws of Japan (“Parent”), to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (including the associated rights to purchase Series A Junior Participating Preferred Stock of the Company, the “Shares”) at a purchase price of $41.00 per Share, net to the holder thereof in cash, without interest and subject to the applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 21, 2007, as amended or supplemented from time to time, and the related Letter of Transmittal.

                Except as otherwise indicated, the information set forth in the Schedule 14D-9 remains unchanged.  Capitalized terms used, but not defined, in this Amendment No. 6 have the meanings ascribed to them in the Schedule 14D-9.

Item 8. Additional Information.

        Item 8 is hereby amended and supplemented with the addition of the following subsection at the end of Item 8:

Completion of the Offer.

On January 26, 2008, Parent issued a press release announcing the completion of the Offer.  The Subsequent Offering Period expired at midnight, New York City time, on Friday, January 25, 2008.

According to Computershare Trust Company, N.A., the depositary for the Offer, as of midnight, New York City time, on January 25, 2008, a total of 76,494,076 Shares were validly tendered in the initial offering period and the Subsequent Offering Period of the Offer.  Offeror has accepted all validly tendered Shares for payment.  As a result, Offeror has acquired over 93.8% of the issued and outstanding Shares as of January 25, 2008.  Based on the Offer Price, the value of such Shares purchased by Offeror during the initial offer period and the Subsequent Offering Period was approximately $3.1 billion.  Payment for such Shares has been or will be made promptly, in accordance with the terms of the Offer.  Eisai has provided Offeror with sufficient funds to purchase all Shares validly tendered in the Offer and will provide funding for the Merger.

Parent and Offeror also announced that they intend to complete the acquisition of the Company by means of a short-form merger pursuant to Section 302A.621 of the MBCA.  Parent and Offeror expect to effect the Merger on or about January 28, 2008, or as soon thereafter as practicable.  Pursuant to the Merger Agreement, each issued and outstanding Share (other than Shares owned by Parent and Offeror (not held on behalf of third parties), Shares owned by any subsidiary of Parent (other than Offeror), Offeror or the Company, and Shares held by shareholders who are entitled to and who have properly demanded appraisal of such Shares under Minnesota law) will be converted into the right to receive the same $41.00 per Share, net to the holder of such Shares in cash, without interest and subject to the applicable withholding of taxes, paid in the Offer. As a result of the Merger, the Company will become an indirect wholly-owned subsidiary of Parent.

The full text of the press release is filed as Exhibit (a)(5)(D) to this Amendment No. 6 and is incorporated in this Amendment No. 6 by reference.

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Item 9.    Exhibits.

  Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:

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*      Previously filed.

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SIGNATURE

        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.