Millennium Pharmaceuticals Inc - Amended tender offer statement by Third Party (SC TO-T/A)
April 16 2008 - 9:10AM
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. 1)
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. 1 (Amendment No. 1) amends and supplements the Tender Offer
Statement on Schedule TO (the Schedule TO) originally filed on April 11,
2008 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, to
purchase all of the outstanding shares of common stock, par value
$0.001 per share, of Millennium Pharmaceuticals, Inc., a Delaware
corporation (Millennium) (collectively the Shares and each share thereof a Share),
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. 1
is being filed on behalf of Purchaser, Takeda America and TPC.
All
capitalized terms used in this Amendment No. 1 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 of the Schedule TO is hereby amended and
supplemented by adding the following text thereto:
On April 10, 2008, a lawsuit was filed in the
Superior Court for Middlesex County, Massachusetts against Millennium and each
member of Millenniums Board of Directors. The action is brought by
Eleanor Turberg , who claims to be an individual Millennium stockholder, on her
own behalf, and seeks certification as a class action on behalf of all
Millennium stockholders, except the defendants and any person, firm, trust,
corporation or other entity related to or affiliated with any
defendants. The complaint alleges that the defendants directly
breached fiduciary duties, and/or aided and abetted the breach of fiduciary
duties, owed to Millennium stockholders in connection with the transactions
contemplated by the Merger Agreement. The complaint seeks injunctive
relief declaring, among other things, the Merger Agreement unlawful and
unenforceable and preventing the consummation of and rescinding, to the extent
already implemented, the transactions contemplated by the Merger
Agreement. The complaint also seeks an
award of appropriate damages and costs, including attorneys and experts fees.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and
supplemented by adding the following exhibit:
(a)(5)(A) Complaint filed on April 10, 2008
in the Superior Court for Middlesex County, Massachusetts.
2
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: April 16,
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: April 16,
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: April 16,
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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3
EXHIBIT INDEX
Exhibit
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Number
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Document
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(a)(5)(A)
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Complaint filed
on April 10, 2008 in the Superior Court for Middlesex County,
Massachusetts
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