Guilford (NASDAQ:GLFD)
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MGI PHARMA, INC. (Nasdaq:MOGN), an oncology and acute
care focused biopharmaceutical company, and Guilford Pharmaceuticals
Inc. (Nasdaq:GLFD), a biopharmaceutical company engaged in the
research, development and commercialization of drugs that target the
acute care market, today announced that the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, with respect to
the acquisition of Guilford by MGI PHARMA, expired at 11:59 p.m.
Eastern Time on August 31, 2005. In addition, the Securities and
Exchange Commission (the "SEC") has declared effective the
registration statement on Form S-4 relating to the issuance of MGI
PHARMA common stock in connection with the acquisition. The companies
continue to expect this acquisition to close early in the fourth
quarter of 2005.
The acquisition is subject to the approval of Guilford
stockholders and certain other conditions that are described in the
Proxy Statement/Prospectus that is part of the registration statement
and that has been mailed to Guilford stockholders who were
stockholders of record on August 25, 2005. Guilford stockholders of
record on August 25, 2005 will vote on the acquisition at a special
meeting scheduled for 10:00 a.m. Eastern Time, on September 29, 2005,
at Guilford's Research and Development Facility located at 6411
Beckley Street, Baltimore, Maryland, 21224.
About Guilford Pharmaceuticals
Guilford Pharmaceuticals Inc. is a biopharmaceutical company
engaged in the research, development and commercialization of
proprietary drugs that target hospital markets. Presently, Guilford
markets two commercial products, Gliadel(R) wafer (polifeprosan 20
with carmustine implant), for the treatment of high grade malignant
gliomas, and Aggrastat(R) injection (tirofiban hydrochloride), a
glycoprotein GP IIb/IIIa receptor antagonist for the treatment of
acute coronary syndrome (ACS). Guilford's product pipeline includes
Aquavan(R) injection, a sedative/hypnotic agent, and other early stage
programs including NAALADase and PARP inhibitors, focused in
supportive care and oncology. For additional prescribing information
about Gliadel wafer and Aggrastat injection please see
http://www.guilfordpharm.com.
About MGI PHARMA
MGI PHARMA, INC. is an oncology and acute care focused
biopharmaceutical company that acquires, develops and commercializes
proprietary products that address the unmet needs of cancer patients.
MGI PHARMA markets Aloxi(R) (palonosetron hydrochloride) injection,
Kadian(R) (sustained release morphine sulfate) capsules, Salagen(R)
Tablets (pilocarpine hydrochloride) and Hexalen(R) (altretamine)
capsules in the United States. The company directly markets its
products in the U.S. and collaborates with partners to reach
international markets. For more information about MGI PHARMA, please
visit www.mgipharma.com.
Important Additional Information
In connection with the proposed transaction, MGI PHARMA filed with
the SEC a registration statement on Form S-4 containing a Proxy
Statement/Prospectus. Investors are urged to read the registration
statement, the Proxy Statement/Prospectus and all other relevant
documents filed or to be filed with the SEC because they contain
important information about MGI PHARMA, Guilford and the proposed
transaction. The final Proxy Statement/Prospectus has been mailed to
Guilford stockholders. Guilford stockholders are able to obtain the
registration statement, the Proxy Statement/Prospectus and any other
relevant filed documents for free at the SEC's website (www.sec.gov).
These documents can also be obtained for free from MGI by directing a
request to MGI PHARMA Investor Relations at 952-346-4700.
Participants in Solicitation
MGI PHARMA, Guilford, and their directors and officers may be
deemed to be participants in the solicitation of proxies from Guilford
stockholders in respect of the proposed transaction. Information
regarding MGI PHARMA's participants is available in MGI PHARMA's
Annual Report on Form 10-K for the year ended December 31, 2004 and
its proxy statement for its 2005 Annual Meeting of Stockholders, which
are filed with the SEC. Information regarding Guilford's participants
is available in Guilford's Annual Report on Form 10-K for the year
ended December 31, 2004 and the proxy statement for its 2005 Annual
Meeting of Stockholders, which are filed with the SEC. Additional
information regarding interests of such participants will be included
in the registration statement containing the Proxy
Statement/Prospectus that has been filed with the SEC.
This news release contains certain "forward-looking" statements
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are typically preceded by words such as
"believes," " expects," "anticipates," "intends," "will," "may,"
"should," or similar expressions. These forward-looking statements are
not guarantees of MGI PHARMA's or Guilford's future performance and
involve a number of risks and uncertainties that may cause actual
results to differ materially from the results discussed in these
statements. Factors that might cause either company's results to
differ materially from those expressed or implied by such
forward-looking statements include, but are not limited to, the
ability of MGI PHARMA and Guilford's product candidates to be proven
safe and effective in humans, to receive marketing authorization from
regulatory authorities, and to ultimately compete successfully with
other therapies; continued sales of MGI PHARMA and Guilford's marketed
products; development or acquisition of additional products; reliance
on contract manufacturing; changes in strategic alliances; continued
access to capital; ability of Guilford and MGI PHARMA to complete the
transaction on the proposed terms; the risk that the perceived
advantages of the transaction, if consummated, may not be achieved;
and other risks and uncertainties detailed from time to time in the
companies' filings with the Securities and Exchange Commission
including their most recently filed Form 10-Q or 10-K. MGI PHARMA and
Guilford undertake no duty to update any of these forward-looking
statements to conform them to actual results.