Millennium Pharmaceuticals Inc - Amended tender offer statement by Third Party (SC TO-T/A)
14 May 2008 - 11:30PM
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. 6)
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. 6 (Amendment No. 6) 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. 6
is being filed on behalf of Purchaser, Takeda America and TPC.
All
capitalized terms used in this Amendment No. 6 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:
On May 14,
2008, TPC and Millennium issued a joint press release announcing the completion
of the Offer. The Subsequent Offering Period expired at 12:00 midnight, New
York City time, at the end of Tuesday, May 13, 2008. Based on information
provided by the Depositary, as of 12:00 midnight, New York City time, at the
end of Tuesday, May 13, 2008, a total of 295,628,495 Shares were validly
tendered in the initial offering period and the Subsequent Offering Period of
the Offer, representing approximately 90.3% of the outstanding Shares.
Purchaser has accepted for payment all Shares validly tendered during the
initial offering period and the Subsequent Offering Period, and payment for
such Shares has been or will be made promptly in accordance with the terms of
the Offer.
TPCs
acquisition of Millennium is expected to be completed on May 14, 2008,
upon the effectiveness of the Merger under the short-form merger provisions of
the DGCL without any further action by or vote of Millenniums
stockholders. At the Effective Time,
each Share that has not been tendered pursuant to the Offer will be cancelled
and converted into the right to receive an amount in cash equal to the Offer
Price (other than Shares held by Millennium, TPC, Takeda America or Purchaser
or any wholly-owned subsidiary of Millennium or Takeda America or by
stockholders, if any, who properly exercise their appraisal rights under the
DGCL). As a result of the Merger, Millennium will become a wholly-owned
subsidiary of Takeda America.
The full text of TPC and Millenniums May 14, 2008 joint press
release is attached hereto as Exhibit (a)(5)(C).
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibit:
(a)(5)(C) Press Release, dated May 14, 2008.
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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 14, 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 14, 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 14, 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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