Takeda Successfully Completes Tender Offer for Millennium Pharmaceuticals, Inc. and Announces Subsequent Offering Period

May 09, 2008, 01:00 ET from Takeda

    OSAKA, Japan, and CAMBRIDGE, Mass., May 9 /PRNewswire-FirstCall/ --
 Takeda Pharmaceutical Company Limited, "Takeda", (TSE: 4502) and Millennium
 Pharmaceuticals, Inc., "Millennium" (Nasdaq:   MLNM) today announced the
 successful completion of Takeda's cash tender offer by its wholly-owned
 subsidiary, Mahogany Acquisition Corp., to acquire all outstanding shares
 of Millennium common stock for US$25.00 per share.
     The initial offering period for the tender offer expired at 12:00
 midnight, New York City Time, at the end of Thursday, May 8, 2008. The
 depositary for the tender offer has advised Takeda that, as of the
 expiration of the initial offering period, 300,871,367 shares of Millennium
 common stock have been tendered, representing approximately 91.9% of the
 outstanding shares of Millennium common stock (of which 26,917,513 shares,
 or approximately 8.2% of the outstanding shares, were tendered under
 guaranteed delivery procedures). All shares that were validly tendered and
 not withdrawn (excluding shares tendered under guaranteed delivery
 procedures) have been accepted for purchase, and Takeda will promptly pay
 for all such shares. Shares validly tendered in satisfaction of guaranteed
 delivery procedures will also be accepted for payment and promptly paid
     Takeda also announced that it has commenced a subsequent offering
 period to acquire all of the remaining untendered shares. This subsequent
 offering period will expire at 12:00 midnight, New York City time, at the
 end of May 13, 2008, unless extended. During this subsequent offering
 period, holders of shares of Millennium common stock who did not previously
 tender their shares in the offer may do so and Takeda will promptly
 purchase any shares properly tendered as such shares are tendered for the
 same consideration, without interest, paid in the tender offer. Procedures
 for tendering shares during the subsequent offer period are the same as
 during the initial offering period with two exceptions: (1) shares cannot
 be delivered by using the guaranteed delivery procedure, and (2) pursuant
 to applicable law, shares tendered during the subsequent offer period may
 not be withdrawn. Takeda reserves the right to further extend the
 subsequent offering period in accordance with applicable law and the terms
 of the merger agreement.
     After expiration of the subsequent offering period, Takeda intends to
 complete its acquisition of Millennium by means of a merger under Delaware
 law. As a result of its purchase of shares in the tender offer, Takeda has
 sufficient voting power to approve the merger without the affirmative vote
 of any other Millennium stockholder. As a result of such merger, Millennium
 will become an indirect wholly-owned subsidiary of Takeda, and each share
 of Millennium's outstanding common stock will be cancelled and (except for
 shares held by Millennium, Takeda or by their wholly-owned subsidiaries or
 by holders who properly exercise their appraisal rights under Delaware law)
 will be converted into the right to receive the same consideration, without
 interest, received by holders who tendered shares in the tender offer.
     If Takeda owns at least 90% of the outstanding shares of Millennium
 common stock after the subsequent offering period, and, if necessary, after
 Takeda's exercise of the top-up option under the terms of the merger
 agreement, Takeda will complete its acquisition by means of a short-form
 merger under Delaware law at the same price per share paid in the tender
 offer. Upon completion of the merger, Millennium will become an indirect
 wholly-owned subsidiary of Takeda, and Millennium common stock will cease
 to be traded on NASDAQ.
     About Takeda Founded in 1781 and located in Osaka, Japan, Takeda is a
 research-based global company with its main focus on pharmaceuticals. As
 the largest pharmaceutical company in Japan and one of the global leaders
 of the industry, Takeda is committed to striving toward better health for
 individuals and progress in medicine by developing superior pharmaceutical
 products. Additional information about Takeda is available through its
 corporate website, http://www.takeda.com.
     About Millennium
     Millennium, a leading biopharmaceutical company based in Cambridge,
 Mass., markets VELCADE, a novel cancer product, and has a robust clinical
 development pipeline of product candidates. Millennium research,
 development and commercialization activities are focused in two therapeutic
 areas: oncology and inflammation. By applying its knowledge of the human
 genome, understanding of disease mechanisms and industrialized drug
 discovery platform, Millennium is developing an exciting pipeline of
 innovative product candidates. Additional information about Millennium is
 available through its website, http://www.millennium.com.
     Important Additional Information Has Been Filed with the Securities and
 Exchange Commission ("SEC")
     This news release is neither an offer to purchase nor a solicitation of
 an offer to sell shares of Millennium's common stock. INVESTORS AND
 IMPORTANT INFORMATION. The tender offer statement and the
 solicitation/recommendation statement were each initially filed with the
 SEC on April 11, 2008. Investors and security holders may obtain a free
 copy of these statements and other documents filed by Takeda's wholly-owned
 subsidiary, Mahogany Acquisition Corp., or Millennium with the SEC at the
 website maintained by the SEC at http://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
 The Altman Group, the information agent for the tender offer, at
 1-201-806-7300 for banks and brokers or 1-866-751-6316 for shareholders and
 all others. Investors and security holders may also obtain free copies of
 the documents filed with the SEC by Millennium at
     Forward-Looking Statements
     This press release contains "forward-looking statements" that involve
 significant risks and uncertainties. All statements other than statements
 of historical fact are statements that could be deemed forward-looking
 statements, including statements regarding the ability to complete the
 transaction; any statements of expectation or belief; and any statements of
 assumptions underlying any of the foregoing. Investors and security holders
 are cautioned not to place undue reliance on these forward-looking
 statements. Actual results could differ materially from those currently
 anticipated due to a number of risks and uncertainties. Risks and
 uncertainties that could cause results to differ from expectations include:
 uncertainties as to the timing of the tender offer and merger; the
 possibility that various closing conditions for the merger may not be
 satisfied or waived, including that a governmental entity may prohibit,
 delay or refuse to grant approval for the consummation of the merger; and
 other risks and uncertainties discussed in the tender offer documents, as
 amended and supplemented, filed by Mahogany Acquisition Corp. with the
 Securities and Exchange Commission and the Solicitation/Recommendation
 Statement, as amended and supplemented, filed by Millennium. Neither Takeda
 nor Millennium undertakes any obligation to update any forward-looking
 statements as a result of new information, future developments or