EX-99.1
2
a08-3346_5ex99d1.htm
EX-99.1
Exhibit 99.1
EISAI COMPLETES ACQUISITION OF MGI PHARMA
Tokyo, Japan, January 28, 2008 -
Eisai Co., Ltd. (Tokyo, TSE
4523) ("Eisai"), a research-based
human health care (hhc)
company,
today announced the successful completion of its acquisition of MGI PHARMA,
INC. (NASDAQ: MOGN) ("MGI PHARMA") for approximately $3.9 billion through a
cash tender offer followed by a short-form merger of its acquisition vehicle,
Jaguar Acquisition Corp. ("Jaguar"), with and into MGI PHARMA. As a result of this acquisition, MGI PHARMA becomes a wholly-owned subsidiary of Eisai Corporation of North
America.
At
the effective time of the merger, all outstanding shares of MGI PHARMA common
stock not validly tendered and accepted for payment in the tender offer were
converted into the right to receive US$41.00 per share in cash (the same price
paid in the tender offer), without interest and subject to applicable
withholding of taxes. Computershare, acting as the paying agent for the merger,
will mail to the remaining former shareholders of MGI PHARMA materials
necessary to exchange their former MGI PHARMA shares for such payment. As a result of the merger, MGI PHARMA shares
will be delisted and cease to trade on the NASDAQ National Market.
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.
Inquiries:
In Japan
In the US
Investors:
Mr. Akira Fujiyoshi
Mr. Robert Feeney
Vice President
Director, Investor and Government Relations
Corporate Communications &
Eisai Corporation of North America
Investor Relations
201-746-2069
Phone: +81-3-3817-5120
Media:
Ms. Judee Shuler
Director, Corporate
Planning & Communications
Eisai Corporation of North
America
201-746-2241
Sard Verbinnen &
Co.
Jim Barron/Susan
Burns/Victoria Hofstad
212-687-8080
######

EX - 99 . 1 2 a08 - 3346 _ 5ex99d1 . htm EX - 99 . 1 Exhibit 99 . 1 EISAI COMPLETES ACQUISITION OF MGI PHARMA Tokyo , Japan , January 28 , 2008 - Eisai Co . , Ltd . ( Tokyo , TSE 4523 ) ( " Eisai " ) , a research - based human health care ( hhc ) company , today announced the successful completion of its acquisition of MGI PHARMA , INC . ( NASDAQ : MOGN ) ( " MGI PHARMA " ) for approximately $ 3.9 billion through a cash tender offer followed by a short - form merger of its acquisition vehicle , Jaguar Acquisition Corp . ( " Jaguar " ) , with and into MGI PHARMA . As a result of this acquisition , MGI PHARMA becomes a wholly - owned subsidiary of Eisai Corporation of North America . At the effective time of the merger , all outstanding shares of MGI PHARMA common stock not validly tendered and accepted for payment in the tender offer were converted into the right to receive US$ 41.00 per share in cash ( the same price paid in the tender offer ) , without interest and subject to applicable withholding of taxes . Computershare , acting as the paying agent for the merger , will mail to the remaining former shareholders of MGI PHARMA materials necessary to exchange their former MGI PHARMA shares for such payment . As a result of the merger , MGI PHARMA shares will be delisted and cease to trade on the NASDAQ National Market . 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 . Inquiries : In Japan In the US Investors : Mr . Akira Fujiyoshi Mr . Robert Feeney Vice President Director , Investor and Government Relations Corporate Communications & Eisai Corporation of North America Investor Relations 201 - 746 - 2069 Phone : + 81 - 3 - 3817 - 5120 Media : Ms . Judee Shuler Director , Corporate Planning & Communications Eisai Corporation of North America 201 - 746 - 2241 Sard Verbinnen & Co . Jim Barron / Susan Burns / Victoria Hofstad 212 - 687 - 8080 # # # # # #