Eisai Commences Cash Tender Offer for All Outstanding Shares of MGI PHARMA
December 21 2007 - 10:58AM
Business Wire
Eisai Co., Ltd. (Tokyo, TSE 4523), a research-based human health
care (hhc) company, today announced the commencement of its cash
tender offer for all outstanding shares of the common stock of MGI
PHARMA, Inc. (NASDAQ: MOGN) for US$41.00 per share. The tender
offer is being made by Jaguar Acquisition Corp., a wholly owned
subsidiary of Eisai Corporation of North America, which is a wholly
owned subsidiary of Eisai Co., Ltd., pursuant to an Offer to
Purchase, dated December 21, 2007, and the Agreement and Plan of
Merger, dated as of December 10, 2007, by and among Eisai Co.,
Ltd., Jaguar Acquisition Corp., and MGI PHARMA, Inc. The tender
offer is scheduled to expire at 12:00 midnight (New York City Time)
on January 22, 2008, unless the tender offer is extended. Following
the completion of the tender offer, Eisai Co., Ltd. expects to
consummate a merger of Jaguar Acquisition Corp. and MGI PHARMA,
Inc. in which shares of MGI PHARMA, Inc. that have not been
purchased in the tender offer will be converted into the right to
receive the same cash price per share as paid in the tender offer.
The tender offer and the merger are subject to customary closing
conditions, including the acquisition by Jaguar Acquisition Corp.
of a majority of MGI PHARMA, Inc.�s outstanding shares in the
tender offer and the expiration or early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The Depositary for the tender offer is
Computershare Trust Company, N.A., the Dealer Manager for the
tender offer is J.P. Morgan Securities Inc., and the Information
Agent for the tender offer is Georgeson Inc. Important Additional
Information Has Been Filed with the Securities and Exchange
Commission (�SEC�) The tender offer described in this news release
has commenced, but this news release is neither an offer to
purchase nor a solicitation of an offer to sell shares of MGI
PHARMA, Inc.�s common stock. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ BOTH THE TENDER OFFER STATEMENT AND THE
SOLICITATION/RECOMMENDATION STATEMENT REGARDING THE TENDER OFFER
BECAUSE THEY CONTAIN IMPORTANT INFORMATION. The tender offer
statement has been filed by Eisai Co., Ltd., Eisai Corporation of
North America and Jaguar Acquisition Corp. with the SEC, and the
solicitation/recommendation statement has been filed by MGI PHARMA,
Inc. with the SEC. Investors and security holders may obtain a free
copy of these statements and other documents filed by Eisai Co.,
Ltd., Eisai Corporation of North America and Jaguar Acquisition
Corp. or MGI PHARMA, Inc. with the SEC at the website maintained by
the SEC at 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
Georgeson Inc., the information agent for the tender offer, at
1-212-440-9800 for banks and brokers or 1-888-605-7543 for
shareholders and all others. About Eisai Co., Ltd. Eisai Co., Ltd.
is a research-based human health care (hhc) company that discovers,
develops and markets products throughout the world. Eisai focuses
its efforts in three therapeutic areas: integrative neuroscience,
including neurology and psychiatric medicines; gastrointestinal
disorders; and integrative oncology, including oncotherapy and
supportive-care treatments. Through a global network of research
facilities, manufacturing sites and marketing affiliates, Eisai
actively participates in all aspects of the worldwide healthcare
system. Eisai forecasts group sales of �739 billion in FY2007. More
than 50% of the group sales are derived from businesses outside of
Japan. About Eisai Corporation of North America Eisai Corporation
of North America is a wholly owned subsidiary of Eisai Co., Ltd.
and supports the activities of its operating companies in North
America. These operating companies include: Eisai Research
Institute of Boston, Inc., a discovery operation with strong
organic chemistry capabilities; Morphotek, Inc., a
biopharmaceutical company specializing in the development of
therapeutic monoclonal antibodies; Eisai Medical Research Inc., a
clinical development group; Eisai Inc., a commercial operation with
manufacturing and marketing/sales functions; and Eisai Machinery
U.S.A., which markets and maintains pharmaceutical manufacturing
machinery. Forward Looking Statement Certain statements contained
in this news release, including without limitation expectations as
to future sales and operating results, constitute �forward-looking
statements� within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements in this news release
include statements regarding the expected timing of the completion
of the transaction. Words such as �expects,� �anticipates,�
�forecasts�, and similar expressions are intended to identify such
forward-looking statements. We will not undertake and specifically
decline any obligation to update or correct any forward-looking
statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or
unanticipated events.
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