Mgi Pharma (MM) (NASDAQ:MOGN)
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From Jul 2019 to Jul 2024
MGI PHARMA, INC. (NASDAQ:MOGN) (the “Company”
or “MGI PHARMA”),
today announced that the Company’s Senior
Subordinated Convertible Notes due 2024 (the “Notes”)
shall become convertible as a result of the Company entering into an
Agreement and Plan of Merger (the “Merger
Agreement”), dated December 10, 2007, with
Eisai Co., Ltd. (“Eisai”)
and Jaguar Acquisition Corp. (“Purchaser”)
pursuant to which it is anticipated that all of the Company’s
outstanding shares of common stock (other than shares of common stock
held by Eisai or its subsidiaries or by stockholders who have validly
exercised their dissenters’ rights under
Minnesota law), will be acquired by Purchaser at a cash purchase price
of $41.00 per share pursuant to a tender offer (the “Offer”)
followed by a “second-step”
merger (the “Merger”).
As a result of the Company entering into the Merger Agreement, holders
of the Notes shall be entitled to convert their Notes in whole or in
part (in principal amounts of $1,000 and integral multiples thereof) at
any time from and after January 8, 2008 (15 days prior to the earliest
date on which the Merger may be consummated under the terms of the
Merger Agreement) until (but not including) the date which is 15 days
after the effective date of the Merger.
Prior to the effective time of the Merger, holders of the Notes may
convert each $1,000 in principal amount at maturity of the Notes into
23.7642 shares of Company common stock. At the effective time of the
Merger, the right to convert each $1,000 in principal amount at maturity
of the Notes shall be changed into the right to receive $974.33 in cash
(representing the $41.00 per share cash consideration payable in the
Merger in respect of the shares of Company common stock otherwise
issuable upon conversion of the Notes). For any Note surrendered for
conversion during the period from the close of business on February 15,
2007, to the opening of business on March 3, 2008 (the “Interest
Payment Date”)(provided such Note is then
convertible as specified above), the Company shall also pay the amount
of interest on the Note otherwise due on the Interest Payment Date.
Pursuant to the indenture under which the Notes were issued, upon the
consummation of a “change in control”
(which would include the contemplated Offer and Merger) the Company is
required to make an offer to repurchase any Notes that remain
outstanding at such time (provided the holders of such Notes do not
elect to convert such Notes as set forth above) at a repurchase price
equal to the Notes’ original issue price,
plus any accrued and unpaid interest or accrued original issue discount
thereon. The Company expects to make such offer within 15 days after the
consummation of the Offer in accordance with the terms of the indenture.
About MGI PHARMA
MGI PHARMA, INC. is a biopharmaceutical company focused in oncology and
acute care that acquires, researches, develops, and commercializes
proprietary products that address the unmet needs of patients. MGI
PHARMA markets Aloxi®
(palonosetron hydrochloride) Injection, Dacogen®
(decitabine) for Injection, and Gliadel®
Wafer (polifeprosan 20 with carmustine implant) in the United States.
MGI PHARMA 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.
Notice to Investors
The information contained in this press release is neither an offer to
purchase nor a solicitation of an offer to sell shares of MGI PHARMA.
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 expected timing of the completion of
the tender offer or merger; statements regarding the expected offer by
MGI PHARMA to repurchase the Notes; 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 the merger; uncertainties as to how many
MGI PHARMA stockholders will tender their stock in the offer; the risk
that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including
that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of
disruption from the transaction making it more difficult to maintain
relationships with employees, distributors, other business partners or
governmental entities; other business effects, including the effects of
industry, economic or political conditions outside of MGI PHARMA’s
control; transaction costs; actual or contingent liabilities; and other
risks and uncertainties discussed in documents filed with the U.S.
Securities and Exchange Commission by MGI PHARMA. MGI PHARMA does not
undertake any obligation to update any forward-looking statements as a
result of new information, future developments or otherwise, except as
required by law.