Eisai Commences Cash Tender Offer for All Outstanding Shares of MGI PHARMA
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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.
