Takeda Pharmaceutical Company Limited and Millennium Pharmaceuticals, Inc. have entered into a definitive agreement pursuant to which Takeda will acquire Millennium for approximately $8.8 billion through a cash tender offer of $25.00 per share. The transaction was unanimously approved by the boards of directors of both companies.
Upon completion of the acquisition, Millennium will become a wholly-owned subsidiary of Takeda, and will continue operations in Cambridge, Massachusetts, as a standalone business unit. Millennium will be known as Millennium Pharmaceuticals, Inc., a Takeda Company.
Millennium is a leading biopharma company. In the US, markets Velcade (bortezomib) for injection - a novel, market-leading oncology product approved in more than 85 countries. Millennium has an innovation-driven discovery and development organisation, which is advancing a pipeline of novel product candidates in oncology and inflammation. This includes a potential therapy for inflammatory bowel disease (IBD), which is expected to enter phase III clinical trials in late 2008/early 2009. Millennium reported total revenues of approximately $528 million for 2007.
The acquisition of Millennium accelerates Takeda's vision of becoming a global leader in oncology with critical mass in the areas of oncology discovery, development, regulatory affairs and commercialisation. Millennium and Takeda have complementary research, development and commercialisation capabilities, which have the potential to create a powerful new drug development engine and accelerate the potential of an emerging drug pipeline.
"Millennium greatly strengthens Takeda's global oncology portfolio, led by the flagship product Velcade, and further enhances its pipeline with clinically differentiated, high-quality product candidates," said Yasuchika Hasegawa, president, Takeda Pharmaceutical Company Limited. "Takeda is committed to becoming a global leader in oncology by delivering novel therapies that improve the standards of care for patients. Millennium has strong discovery, development and commercial capabilities led by a well-established management team. We are pleased that Dr. Deborah Dunsire, president and chief executive officer, Millennium, and the current management team intend to continue to lead the company. Our strong desire is to retain Millennium employees, who have created an entrepreneurial and innovative culture."
Takeda said it expects that the acquisition of Millennium would provide access to a fully-integrated oncology discovery, development and commercial platform with a seasoned management team and talented employee base, add Velcade, a growing and market-leading oncology product with near-term worldwide blockbuster potential and supply access to Millennium world-class drug discovery organisation, including expertise in the novel research area of protein homeostasis. Takeda also said that capitalize on Millennium proven drug development capabilities and regulatory expertise, which allowed the company to bring Velcade to market rapidly, leverage the Millennium experienced sales force, established relationships with oncology thought leaders and highly-regarded marketing capabilities to launch future products; and expand Takeda's global pipeline in GI, adding a novel anti-a4ß7 antibody and an oral CCR9 inhibitor for the treatment of IBD.
Takeda will finance the acquisition through cash on hand. There is no financing condition to the tender offer or second step merger, the company informed in a press statement.
The acquisition is structured as an all cash tender offer for all of the outstanding shares of Millennium common stock, followed by a merger in which remaining shares of Millennium would be converted into the right to receive the same US$25.00 cash per share price paid in the tender offer.
The transaction has been unanimously approved by the Boards of Directors of Millennium and Takeda. The transaction is subject to the tender of a majority of Millennium common stock on a fully diluted basis as well as other customary closing conditions, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the antitrust laws of applicable foreign jurisdictions. The transaction is expected to close in the second-quarter of 2008.
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