Eisai Co., Ltd. (Tokyo, TSE 4523) ("Eisai”),
a research-based human health care (hhc) company, today announced
the completion of the offer by its indirect wholly-owned subsidiary,
Jaguar Acquisition Corp. ("Jaguar”),
to purchase all outstanding shares of the common stock of MGI PHARMA,
INC. (NASDAQ: MOGN) ("MGI PHARMA”),
including the associated preferred share purchase rights, for US$41.00
per share, without interest and subject to applicable withholding of
taxes. As of 12:00 midnight (New York City time) on Friday, January 25,
2008, the expiration date of the previously announced subsequent
offering period for the offer, 76,494,076 MGI PHARMA shares have been
validly tendered into the offer, representing over 93.8% of the
outstanding shares of MGI PHARMA. All shares validly tendered in the
offer have been accepted for payment, and the consideration for all such
shares either has been paid or will promptly be paid.
As the final step of the acquisition process, Eisai intends to effect a
short-form merger of Jaguar with and into MGI PHARMA, in which the
remaining MGI PHARMA shareholders, other than shareholders who elect to
exercise their dissenter’s rights under
applicable Minnesota law, will receive the same cash price of US$41.00
per share paid in the offer, without interest and subject to applicable
withholding of taxes. Consummation of the short-form merger is expected
to occur on the next business day. Following the merger, MGI PHARMA will
become a wholly-owned subsidiary of Eisai Corporation of North America,
a wholly-owned subsidiary of Eisai Co., Ltd., and MGI PHARMA common
stock will be delisted and will cease to trade on the
Nasdaq National
Market.
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.
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 press release constitute "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements in
this press release include statements regarding the expected timing of
the completion of the merger. Words such as "expects,” "anticipates,” "forecasts,” "intends” 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.
