The Medicines Company Announces Completion of Tender Offer for Shares of Targanta Therapeutics
February 25 2009 - 8:30AM
Marketwired
The Medicines Company (NASDAQ: MDCO) announced today the completion
of the tender offer made through Boxford Subsidiary Corporation
(Boxford), The Medicines Company's direct wholly owned subsidiary,
for all of the outstanding shares of Targanta Therapeutics
Corporation (Targanta) common stock. The offering period expired at
midnight, New York City time, at the end of Tuesday, February 24,
2009.
According to the depositary for the offer, as of the expiration
of the offering period, a total of approximately 20,577,989 shares
of Targanta common stock (excluding shares tendered under
guaranteed delivery procedures) had been validly tendered pursuant
to the tender offer and not properly withdrawn, representing
approximately 98% of the outstanding shares of Targanta. All shares
that were validly tendered and not properly withdrawn have been
accepted for purchase. Stockholders who validly tendered and did
not properly withdraw their shares will promptly receive the tender
offer consideration consisting of (1) $2.00 per share, net to the
seller in cash, plus (2) the contractual right to receive up to an
additional $4.55 per share in contingent cash payments if specified
regulatory and commercial milestones are achieved within agreed
upon time periods, pursuant to a previously announced Agreement and
Plan of Merger among The Medicines Company, Boxford and Targanta,
dated as of January 12, 2009. The consideration paid or payable for
shares tendered in the tender offer is subject to any applicable
tax withholding, and no interest will be paid thereon.
Boxford expects to acquire as soon as practicable all of the
remaining outstanding shares of Targanta common stock by means of a
short-form merger under Delaware law. In the merger, Boxford will
merge with and into Targanta, and Targanta will become a direct
wholly owned subsidiary of The Medicines Company. Pursuant to the
merger, each remaining outstanding share of Targanta common stock
(other than (1) any shares held by Targanta as treasury stock or
owned by The Medicines Company, Boxford or any subsidiary of
Targanta, The Medicines Company or Boxford and (2) any shares held
by a holder who has not voted in favor of or consented to the
merger and who has properly demanded and perfected his, her or its
right to be paid the fair value of such shares in accordance with
Delaware law) will be automatically cancelled and converted into
the right to receive the same consideration per share paid in the
tender offer.
About Targanta Therapeutics
Targanta Therapeutics Corporation (NASDAQ: TARG) is a
biopharmaceutical company focused on developing and commercializing
innovative antibiotics to treat serious infections in the hospital
and other institutional settings. Targanta's pipeline includes an
intravenous version of oritavancin, a semi-synthetic
lipoglycopeptide antibiotic currently awaiting EU regulatory
approval, and a program to develop an oral version of oritavancin
for the possible treatment of Clostidium difficile-related
infection. Targanta has operations in Cambridge, MA, Indianapolis,
IN, and Montreal, Quebec, Canada. For more information on Targanta,
visit www.targanta.com.
MDCO-G
About The Medicines Company
The Medicines Company (NASDAQ: MDCO) is focused on advancing the
treatment of critical care patients through the delivery of
innovative, cost-effective medicines to the worldwide hospital
marketplace. The Company markets Angiomax� (bivalirudin) in the
United States and other countries for use in patients undergoing
coronary angioplasty, and Cleviprex� (clevidipine butyrate)
injectable emulsion in the United States for the reduction of blood
pressure when oral therapy is not feasible or not desirable. The
Company also has an investigational antiplatelet agent, cangrelor,
in late-stage development and a serine protease inhibitor, CU-2010,
in early-stage development. The Medicines Company's website is
www.themedicinescompany.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between The Medicines Company and Targanta, the
expected timetable for completing the transaction and any other
statements about managements' future expectations, beliefs, goals,
plans or prospects constitute forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be
considered to be forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties that
may cause The Medicines Company's actual results, levels of
activity, performance or achievements to be materially different
from those expressed or implied by these forward-looking
statements. Important factors that may cause or contribute to such
differences include uncertainties as to the timing of the merger;
the possibility that various closing conditions for the transaction
may not be satisfied or waived; the effects of disruption from the
transaction making it more difficult to maintain relationships with
employees, licensees, other business partners or governmental
entities; transaction costs; whether results obtained in clinical
studies or in preclinical studies will be indicative of results
obtained in future clinical trials; whether, if The Medicines
Company consummates the acquisition, The Medicines Company can
advance oritavancin through the contemplated Phase 3 trial on a
timely basis or at all and receive approval from the United States
Food and Drug Administration or equivalent foreign regulatory
agencies for the product; whether, if oritavancin receives
approval, The Medicines Company will be able to successfully
distribute and market the product and in that regard, whether
physicians, patients and other key decision-makers will accept
clinical trial results; whether The Medicines Company will be able
to obtain regulatory approvals and such other factors as are set
forth in the risk factors detailed from time to time in The
Medicines Company's periodic reports and registration statements
filed with the Securities and Exchange Commission including,
without limitation, the risk factors detailed in The Medicines
Company's Quarterly Report on Form 10-Q filed on November 10, 2008,
which are incorporated herein by reference. The forward-looking
statements are made only as of the date of publication. Except as
otherwise required by law, The Medicines Company specifically
disclaims any obligation to update any of these forward-looking
statements.
Contact: Emily Poe WeissComm Partners Phone: (212) 301-7183
Email Contact Robyn Brown The Medicines Company Phone: (973)
290-6000 Email Contact
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