Eisai Announces Satisfaction of Conditions to Tender Offer for MGI PHARMA Shares
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Eisai Co., Ltd. (Tokyo, TSE 4523) ("Eisai”),
a research-based human health care (hhc) company, today announced
the satisfaction of all of the conditions to 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 Tuesday, January 22,
2008, the expiration date of the offer, 78,363,716 MGI PHARMA shares
have been tendered into the offer, including 18,933,563 MGI PHARMA
shares tendered through notices of guaranteed delivery, together
representing over 96.1% of the outstanding shares of MGI PHARMA. All
shares validly tendered on or prior to January 22, 2008 (excluding
shares tendered through notices of guaranteed delivery) have been
accepted for payment, and Eisai expects to promptly pay for all such
shares. Shares validly tendered in satisfaction of notices of guaranteed
delivery will also be accepted for payment and promptly paid.
Eisai also announced that Jaguar has elected to provide a subsequent
offering period of three business days, which commences today and will
expire at 12:00 midnight (New York City time) on Friday, January 25,
2008. The purpose of the subsequent offering period is to enable holders
of MGI PHARMA shares who have not yet tendered their shares prior to the
expiration of the initial offer period to participate in the offer at
any time before the expiration of the subsequent offering period and
receive US$41.00 per MGI PHARMA share, without interest and subject to
applicable withholding of taxes. During the subsequent offering period,
all MGI PHARMA shares validly tendered will be immediately accepted for
payment and the same price of US$41.00 per share, without interest and
subject to applicable withholdings of taxes, offered during the initial
offer period will be promptly paid. Procedures for tendering MGI PHARMA
shares during the subsequent offering period are the same as during the
initial offer period with two exceptions: (1) the guaranteed delivery
procedures may not be used during the subsequent offering period and (2)
no shares tendered during the subsequent offering period may be
withdrawn.
Eisai expects to consummate the merger of Jaguar with MGI PHARMA
promptly after the expiration of the subsequent offering period.
Important Additional Information Has Been Filed with the Securities
and Exchange Commission ("SEC”)
This press release is neither an offer to purchase nor a solicitation of
an offer to sell MGI PHARMA shares or any securities. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER STATEMENT ON
SCHEDULE TO AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9 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.
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 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.
