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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Millennium Pharmaceuticals (MM) | NASDAQ:MLNM | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 24.97 | 0 | 01:00:00 |
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. 4)
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. 4 (Amendment No. 4) 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. 4 is being filed on behalf of Purchaser, Takeda America and TPC.
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 providing the following information related to Section 16 Certain Legal Matters; Regulatory Approvals of the Offer to Purchase:
On Monday, May 5, 2008, the Massachusetts Superior Court for Middlesex County, in the previously disclosed litigation captioned Eleanor Turberg v. Millennium Pharmaceuticals, Inc. et al. , denied plaintiffs motion for injunctive relief, thereby allowing the offer to proceed as scheduled.
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: |
May 5, 2008 |
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MAHOGANY ACQUISITION CORP. |
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By: |
/s/ Iwaaki Taniguchi |
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Name: Iwaaki Taniguchi |
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Title: President |
Dated: |
May 5, 2008 |
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TAKEDA AMERICA HOLDINGS, INC. |
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By: |
/s/ Iwaaki Taniguchi |
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Name: Iwaaki Taniguchi |
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Title: President |
Dated: |
May 5, 2008 |
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TAKEDA PHARMACEUTICAL COMPANY LIMITED |
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By: |
/s/ Hiroshi Shinha |
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Name: Hiroshi Shinha |
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Title: Director and General Manager, Legal Department |
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1 Year Millennium Pharmaceuticals (MM) Chart |
1 Month Millennium Pharmaceuticals (MM) Chart |
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