SC 14D9/A 1 a2185038zsc14d9a.htm SC 14D9/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 14D-9

 

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) 
OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 3)

 

Millennium Pharmaceuticals, Inc.

(Name of Subject Company)

 

Millennium Pharmaceuticals, Inc.

(Name of Person(s) Filing Statement)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

599902103

(CUSIP Number of Class of Securities)

 

Deborah Dunsire, M.D.

President and Chief Executive Officer

Millennium Pharmaceuticals, Inc.

40 Landsdowne Street

Cambridge, Massachusetts 02139

(617) 679-7000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

 

Copies to:

 

David E. Redlick, Esq.

Hal J. Leibowitz, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Telephone: (617) 526-6000

Telecopy: (617) 526-5000

Joel S. Goldberg, Esq.

Vice President and Secretary

Millennium Pharmaceuticals, Inc.

40 Landsdowne Street

Cambridge, Massachusetts 02139

Telephone: (617) 679-7000

Telecopy: (617) 374-0074

 

¨    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 



 

This Amendment No. 3 amends and supplements Item 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule”) initially filed with the U.S. Securities and Exchange Commission on April 11, 2008, by Millennium Pharmaceuticals, Inc., a Delaware corporation (“Millennium”), as amended or supplemented from time to time.  The Schedule relates to the tender offer by Mahogany Acquisition Corp., a Delaware corporation, and wholly-owned subsidiary of Takeda America Holdings, Inc., a New York corporation, and wholly-owned subsidiary of Takeda Pharmaceutical Company Limited, a corporation organized under the laws of Japan, to purchase all of the issued and outstanding shares of Millennium common stock at a price per share of $25.00, net to the holder thereof in cash, without interest thereon, subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 11, 2008, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.

 

All information in the Schedule, as previously amended or supplemented, is incorporated by reference in this Amendment No. 3, except that such information is hereby amended and supplemented to the extent specifically provided herein.  Except as otherwise indicated, the information set forth in the original Schedule 14D-9, as previously amended or supplemented, remains unchanged.  Capitalized terms used below but not defined in this Amendment No. 3 have the meanings set forth in the Schedule.

 

Item 8.  Additional Information.

 

Item 8 is hereby supplemented as follows:

 

Convertible Notes

 

On April 24, 2008, Millennium delivered to U.S. Bank National Association, the Trustee for Millennium’s 2.25% Convertible Senior Notes due November 15, 2011 (the “Notes”), and to holders of the Notes, the notice filed as Exhibit (e)(37) hereto.  The notice is incorporated herein by reference.

 

Item 9.  Exhibits

 

Item 9 is hereby amended and supplemented as follows:

 

Exhibit No.

 

Description

 

 

 

(e)(37)

 

Notice to trustee and holders of 2.25% Convertible Senior Notes due November 15, 2011 of Millennium Pharmaceuticals, Inc. delivered by Millennium Pharmaceuticals, Inc. on April 24, 2008**

 


**Filed herewith.

 



 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

By:

/s/ Joel Goldberg

 

 

Joel Goldberg

 

 

Vice President and Secretary

 

Date: April 24, 2008