CORRECTING and REPLACING Takeda Commences Cash Tender Offer for All Outstanding Shares of IDM Pharma, Inc.
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IDMI | Quote | Chart | News | PowerRating -- Eighth graph, second and third sentences of release: the date should
read May 26, 2009 (sted May 22, 2009).
The corrected release reads:
TAKEDA COMMENCES CASH TENDER OFFER FOR ALL OUTSTANDING SHARES OF IDM
PHARMA, INC.
Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) today
announced the commencement of a cash tender offer for all outstanding
shares of the common stock of IDM Pharma, Inc. ("IDM", NASDAQ: IDMI | Quote | Chart | News | PowerRating) for
US$2.64 per share, net to the seller in cash. The tender offer is being
made by Jade Subsidiary Corporation, a wholly owned subsidiary of Takeda
America Holdings, Inc., which is a wholly owned subsidiary of Takeda,
pursuant to an Offer to Purchase, dated May 26, 2009, and the previously
announced Agreement and Plan of Merger (the "Merger Agreement"), dated
May 18, 2009, by and among Takeda America Holdings, Inc., Jade
Subsidiary Corporation, and IDM.
The completion of the tender offer is subject to customary closing
conditions.
The tender offer and any withdrawal rights to which IDM stockholders may
be entitled expire at 12:00 midnight, New York City time, at the end of
Monday, June 22, 2009, unless the offer is extended.
The complete terms and conditions of the tender offer are set forth in
the Offer to Purchase, Letter of Transmittal and other materials
relating to the tender offer filed by Takeda, Takeda America Holdings,
Inc. and Jade Subsidiary Corporation with the Securities and Exchange
Commission (SEC) on May 26, 2009. Copies of the Offer to Purchase,
Letter of Transmittal and other related materials are available free of
charge from The Altman Group, the information agent for the tender
offer, at (201) 806-7300 for banks and brokers or (866) 796-7182 for
stockholders and all others. American Stock Transfer & Trust Company is
acting as depositary for the tender offer.
About IDM Pharma, Inc.
IDM is focused on the development of innovative cancer products that
either destroy cancer cells by activating the immune system or prevent
tumor recurrence by triggering a specific adaptive immune response. IDM
is dedicated to maximizing the full therapeutic and commercial potential
of its innovative products to address the needs of patients and the
physicians who treat these patients. For more information about the
company and its products, visit www.idm-pharma.com.
About Takeda Pharmaceutical Company Limited
Located in Osaka, Japan, Takeda is a research-based global company with
its main focus on pharmaceuticals. As the largest pharmaceutical company
in Japan and one of the global leaders of the industry, Takeda is
committed to striving toward better health for individuals and progress
in medicine by developing superior pharmaceutical products. Additional
information about Takeda is available through its corporate website, www.takeda.com.
Forward-Looking Statements
This press release includes forward-looking statements that are subject
to risks, uncertainties and other factors, including the risks to both
companies that the acquisition of IDM will not be consummated as the
transaction is subject to certain closing conditions. All statements
other than statements of historical fact are statements that could be
deemed forward-looking statements, including statements regarding the
anticipated timing of completion of the transaction; the ability to
complete the transaction considering the various closing conditions; any
statements of the plans, strategies and objectives of management for
future operations; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. In addition,
if and when the transaction is consummated, there will be risks and
uncertainties related to Takeda's ability to successfully incorporate
IDM's assets into its business operations, the ability to complete
post-approval development commitments for MEPACT and the contribution of
MEPACT to Takeda's European oncology franchise. These and other risks
and uncertainties are discussed in documents filed with the U.S.
Securities and Exchange Commission by IDM, and will be discussed in the
tender offer documents to be filed by Takeda or its affiliate and the
Solicitation/Recommendation Statement to be filed by IDM. All
forward-looking statements are based on information currently available
to Takeda and IDM, and neither Takeda nor IDM assumes any obligation to
update any such forward-looking statements or other statements included
in this press release.
Important Additional Information Will Be Filed with the Securities
Exchange Commission (SEC)
This press release is neither an offer to purchase nor a solicitation of
an offer to sell shares of IDM. The solicitation and the offer to
purchase shares of IDM common stock are being made only pursuant to the
Offer to Purchase, Letter of Transmittal and related materials that
Takeda Pharmaceutical Company Limited, Takeda America Holdings, Inc. and
Jade Subsidiary Corporation have filed with the SEC on a Tender Offer
Statement on Schedule TO on May 26, 2009. IDM also has filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with respect to
the offer on May 26, 2009. Investors and security holders are urged to
read each of these documents carefully when they are available. The
tender offer materials (including the Offer to Purchase, the related
Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement contain important information,
which should be read carefully before any decision is made with respect
to the tender offer. The Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all
stockholders of IDM at no expense to them. These materials will be sent
free of charge to all stockholders of IDM. In addition, all of these
materials (and all other materials filed by IDM with the SEC) will be
available at no charge from the SEC through its website at www.sec.gov.
Investors and security holders may also obtain free copies of the
documents filed with the SEC by Takeda America at www.idm-pharma.com.
SOURCE: Takeda Pharmaceutical Company Limited
For all press enquiries please contact:
Takeda Pharmaceutical Company Limited
Seizo Masuda, +81 3 3278 2037
Public and Investor Relations
masuda_seizo@takeda.co.jp
or
Millennium: The Takeda Oncology Company
Lauren Nolan, +1 617-551-7848
Corporate Communications
Lauren.Nolan@mpi.com
or
Takeda Pharmaceuticals Europe Limited
Richard Kenyon, +44 20 3116 8861
Corporate Communications
richard.kenyon@tpeu.co.uk
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