Takeda begins $25-per-share tender offer for Millennium

By Lisa Kerner

Charlotte, N.C., April 11 - Takeda Pharmaceutical Co. Ltd. said it began a $25-cash-per-share tender offer for all outstanding shares of the common stock of Millennium Pharmaceuticals, Inc. through Takeda subsidiary Mahogany Acquisition Corp.

The offer is slated to end at midnight on May 8 unless extended, a Takeda news release said.

Computershare Trust Co., NA is the depositary for the tender offer, and the dealer manager for the tender offer is UBS Investment Bank. The Altman Group is the information agent.

On April 10, Takeda announced it would acquire Millennium for some $8.8 billion.

Both companies' boards of directors unanimously approved the transaction, which is expected to close in the second quarter of 2008, it was previously reported.

A termination fee of $247.3 million payable by Millennium is included in the definitive merger agreement, a form 8-K filed with the Securities and Exchange Commission said.

Takeda said it planned to finance the acquisition through cash on hand, with no financing condition to the tender offer or second-step merger.

The transaction is conditioned upon the tender of a majority of Millennium common stock as well as other customary closing conditions.

Millennium is a biopharmaceutical company located in Cambridge, Mass.

Takeda is a research-based pharmaceutical company located in Osaka, Japan.

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