Eisai to Acquire MGI PHARMA for $41 Per Share in an All Cash Transaction
10 Dezembro 2007 - 5:55AM
Business Wire
Eisai Co., Ltd. (TSE: 4523.JP) (�Eisai�), a research-based human
health care (hhc) company that focuses on neurology,
gastrointestinal disorders, oncology and critical care, and MGI
PHARMA, Inc. (NASDAQ: MOGN) (�MGI PHARMA�), an oncology and acute
care focused biopharmaceutical company, today announced that they
have entered into a definitive merger agreement under which Eisai
would acquire all of the outstanding shares of MGI PHARMA for
US$41.00 per share in an all cash transaction, for a total
consideration of approximately $3.9 billion. The merger agreement
has been unanimously approved by the MGI PHARMA Board of Directors.
The acquisition is expected to occur by means of a tender offer
followed by a cash merger, is subject to customary closing
conditions and regulatory approvals, and is expected to be
completed during the first quarter of 2008. Eisai expects MGI
PHARMA�s marketed and pipeline products in oncology and acute care,
as well as its R&D and commercial capabilities, including field
sales specialists, together with Eisai�s existing oncology
products, global infrastructure and R&D capabilities, will
create a base for continued sales growth, pipeline enhancement and
the opportunity for synergies. Eisai expects that this transaction
will enable it to grow further in the U.S. market and strengthen
its already-focused oncology business platform. Following the
completion of the transaction, Eisai anticipates that the
transaction will be accretive to its cash EPS (excluding goodwill
amortization) in fiscal year 2008 and GAAP EPS in fiscal 2009. "The
Board of Directors of MGI PHARMA, working with our legal and
financial advisors, has been reviewing strategic alternatives for
the company for the past several months," said Mr. Lonnie Moulder,
President and CEO of MGI PHARMA. "During that time, we have had the
opportunity to share the MGI PHARMA vision and business opportunity
with many of the leading companies in the pharmaceutical and
biotechnology industry. This transaction represents the successful
conclusion of that process. Our Board of Directors and the
management team are extremely pleased to announce this transaction
and the opportunity to continue to bring important therapies to
patients." Mr. Haruo Naito, President and CEO of Eisai, said,
�Eisai has enormous respect for MGI PHARMA�s products, pipeline and
people, and we look forward to working with their highly skilled
team to address the unmet medical needs of patients throughout the
world. Strategically, we expect this transaction to allow Eisai to
significantly strengthen its oncology business and increase the
likelihood of achieving our current strategic plan targets and our
future revenue and earnings growth.� Under Eisai�s �Dramatic Leap
Plan� (DLP), its fifth midterm strategic plan which spans from
April 1, 2006 to March 31, 2012, Eisai has continued to achieve
steady growth in all regions, including Japan, the United States,
Europe and Asia, with a special focus on integrative oncology,
where tremendous unmet medical needs exist. Eisai has strengthened
its oncology research and development and marketing infrastructure
in the United States through the October 2006 acquisition of four
oncology products and specialists� know-how from Ligand
Pharmaceuticals and the April 2007 acquisition of Morphotek, Inc.,
a biopharmaceutical company specializing in the development of
protein and antibody gene evolution technology. In addition, Eisai
is building a new oncology facility for manufacturing and
formulation R&D at its North Carolina site. The Transaction The
acquisition is structured as an all cash tender offer for all
outstanding shares of MGI PHARMA common stock followed by a merger
in which each remaining share of MGI PHARMA would be converted into
the same US$41.00 cash per share price paid in the tender offer,
except for shares held by stockholders who exercise appraisal
rights. The acquisition is subject to the satisfaction of customary
conditions, including the tender of a majority of the outstanding
MGI PHARMA shares on a fully-diluted basis and the expiration or
earlier termination of the Hart-Scott-Rodino waiting period and
other regulatory approvals. The tender offer will be subject to the
U.S. securities laws and applicable U.S. state laws. To effect the
transaction, Eisai has established an acquisition subsidiary,
Jaguar Acquisition Corp., which is wholly-owned by Eisai
Corporation of North America (Woodcliff Lake, NJ). Subsequent to
the completion of the tender offer, Jaguar Acquisition Corp. will
be merged into MGI PHARMA and the combined entity will then become
a wholly-owned subsidiary of Eisai Corporation of North America.
Eisai intends to finance the acquisition through existing internal
financial resources, as well as bank loan financing, and has
secured commitment for the debt required to consummate the
transaction. The acquisition price represents a premium of
approximately 38.7% to MGI PHARMA�s closing share price of $29.55
on November 28, 2007, the last business day prior to MGI PHARMA�s
announcement that it was exploring strategic alternatives. The
acquisition will be effected pursuant to a merger agreement. The
merger agreement contains certain termination rights for each of
MGI PHARMA and Eisai and further provides that, upon termination of
the merger agreement under specified circumstances, MGI PHARMA may
be required to pay Eisai a termination fee of $129 million.
JPMorgan acted as exclusive financial advisor to Eisai, and
Sullivan & Cromwell LLP is acting as legal counsel to Eisai.
Lehman Brothers, Inc. acted as exclusive financial advisor to MGI
PHARMA in its review of strategic alternatives, and Hogan &
Hartson LLP is acting as legal counsel to MGI PHARMA. Important
Additional Information Will be Filed with the Securities and
Exchange Commission (�SEC�) The tender offer described in this news
release has not yet commenced, and this news release is neither an
offer to purchase nor a solicitation of an offer to sell shares of
MGI PHARMA�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
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. The tender offer statement will be filed by Jaguar
Acquisition Corp. with the SEC, and the solicitation/recommendation
statement will be filed by MGI PHARMA with the SEC. Investors and
security holders may obtain a free copy of these statements (when
available) and other documents filed by such subsidiary or MGI
PHARMA 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 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 yen 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. About MGI PHARMA MGI PHARMA, INC. is a biopharmaceutical
company focused in oncology and acute care that acquires,
researches, develops and commercializes proprietary products that
address the unmet needs of patients. MGI PHARMA markets Aloxi�
(palonosetron hydrochloride) Injection, Dacogen� (decitabine) for
Injection, and Gliadel� Wafer (polifeprosan 20 with carmustine
implant) in the United States. MGI PHARMA directly markets its
products in the U.S. and collaborates with partners to reach
international markets. For more information about MGI PHARMA,
please visit www.mgipharma.com. Safe Harbor 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 press release include statements regarding the
anticipated benefits of the transaction; statements regarding the
anticipated timing of filings and approvals relating to the
transaction; statements regarding the expected timing of the
completion of the transaction; and any statements of assumptions
underlying any of the foregoing. Words such as �expects,�
�anticipates,� �believes,� �plans,� �intends,� �estimates,�
�projects,� �forecasts,� �outlook,� and similar expressions are
also intended to identify forward-looking statements. The
statements involve known and unknown risks, uncertainties, and
other factors which may cause the company�s actual results,
earnings, performance, or achievements to be materially different
from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to, the following: general industry and market
conditions, general domestic and international economic conditions
such as interest rate and currency exchange fluctuations,
technological advances and patents attained by competitors,
challenges inherent in new product development and clinical trials,
claims and concerns about product safety and efficacy, obtaining
regulatory approvals, domestic and foreign healthcare reforms,
trends toward managed care and healthcare cost containment, laws
and regulations affecting domestic and foreign operations,
inability to build production capacity to meet demand,
unavailability of raw materials, and failure to gain market
acceptance or third-party consents. Risks and uncertainties that
could cause results to differ from expectations also include:
uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many MGI PHARMA stockholders will tender
their stock in the offer; the risk that competing offers will be
made; and the possibility that various closing conditions for the
transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the transaction. 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.
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