The Medicines Company Commences Tender Offer for All Outstanding Shares of Targanta Therapeutics
27 Januar 2009 - 7:08PM
Marketwired
Boxford Subsidiary Corporation, a wholly owned subsidiary of The
Medicines Company (NASDAQ: MDCO), commenced a tender offer today to
acquire all outstanding shares of common stock of Targanta
Therapeutics Corporation (NASDAQ: TARG) for consideration of (1)
$2.00 per share, net to the seller in cash, plus (2) the
contractual right to receive up to an additional $4.55 per share in
contingent cash payments if specified regulatory and commercial
milestones are achieved within agreed upon time periods, pursuant
to a previously announced Agreement and Plan of Merger among The
Medicines Company, Boxford Subsidiary Corporation and Targanta
Therapeutics Corporation, dated January 12, 2009.
The completion of the tender offer is subject to customary
closing conditions, including the tender of at least a majority of
the outstanding shares of Targanta common stock on a fully diluted
basis.
The tender offer and any withdrawal rights to which Targanta's
stockholders may be entitled expire at 12:00 midnight, New York
City Time, at the end of Tuesday, February 24, 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 The Medicines
Company and Boxford Subsidiary Corporation with the Securities and
Exchange Commission (SEC) on January 27, 2009. Copies of the Offer
to Purchase, Letter of Transmittal and other related materials are
available free of charge from Georgeson Inc., the information agent
for the tender offer, at 1-212-440-9800 for banks and brokers or
1-866-257-5108 for stockholders and all others. Additional
information regarding the tender offer may be obtained from J.P.
Morgan Securities Inc., the dealer manager for the offer, toll-free
at 1-877-371-5947. American Stock Transfer & Trust Company is
acting as depositary for the tender offer.
About Targanta Therapeutics
Targanta Therapeutics Corporation (NASDAQ: TARG) is a
biopharmaceutical company focused on developing and commercializing
innovative antibiotics to treat serious infections in the hospital
and other institutional settings. Targanta's pipeline includes an
intravenous version of oritavancin, a semi-synthetic
lipoglycopeptide antibiotic currently awaiting EU regulatory
approval, and a program to develop an oral version of oritavancin
for the possible treatment of Clostidium difficile-related
infection. Targanta has operations in Cambridge, MA, Indianapolis,
IN, and Montreal, Quebec, Canada. For more information on Targanta,
visit www.targanta.com.
MDCO-G
About The Medicines Company
The Medicines Company (NASDAQ: MDCO) is focused on advancing the
treatment of critical care patients through the delivery of
innovative, cost-effective medicines to the worldwide hospital
marketplace. The Company markets Angiomax� (bivalirudin) in the
United States and other countries for use in patients undergoing
coronary angioplasty, and Cleviprex� (clevidipine butyrate)
injectable emulsion in the United States for the reduction of blood
pressure when oral therapy is not feasible or not desirable. The
Company also has an investigational antiplatelet agent, cangrelor,
in late-stage development and a serine protease inhibitor, CU-2010,
in early-stage development. The Company's website is
www.themedicinescompany.com.
Cautionary Note Regarding Forward-Looking Statements
Statements in this press release regarding the proposed
transaction between The Medicines Company and Targanta, the
expected timetable for completing the transaction and any other
statements about managements' future expectations, beliefs, goals,
plans or prospects constitute forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be
considered to be forward-looking statements. These forward-looking
statements involve known and unknown risks and uncertainties that
may cause the Company's actual results, levels of activity,
performance or achievements to be materially different from those
expressed or implied by these forward-looking statements. Important
factors that may cause or contribute to such differences include
uncertainties as to the timing of the tender offer and merger;
uncertainties as to the number of shares of Targanta common stock
that will be tendered in the offer; the risk that competing offers
will be made; the possibility that various closing conditions for
the transaction may not be satisfied or waived; the effects of
disruption from the transaction making it more difficult to
maintain relationships with employees, licensees, other business
partners or governmental entities; transaction costs; whether
results obtained in clinical studies or in preclinical studies such
as the studies referred to above will be indicative of results
obtained in future clinical trials; whether, if the Company
consummates the acquisition, the Company can advance oritavancin
through the contemplated Phase 3 trial on a timely basis or at all
and receive approval from the United States Food and Drug
Administration or equivalent foreign regulatory agencies for the
product; whether, if oritavancin receives approval, the Company
will be able to successfully distribute and market the product and
in that regard, whether physicians, patients and other key
decision-makers will accept clinical trial results; whether the
Company will be able to obtain regulatory approvals and such other
factors as are set forth in the risk factors detailed from time to
time in the Company's periodic reports and registration statements
filed with the Securities and Exchange Commission including,
without limitation, the risk factors detailed in the Company's
Quarterly Report on Form 10-Q filed on November 10, 2008, which are
incorporated herein by reference. The forward-looking statements
are made only as of the date of publication. Except as otherwise
required by law, the Company specifically disclaims any obligation
to update any of these forward-looking statements.
Additional Information
This press release is for informational purposes only and is not
an offer to purchase nor a solicitation of an offer to sell
securities. The solicitation and the offer to purchase shares of
Targanta common stock are being made only pursuant to the Offer to
Purchase, Letter of Transmittal and related materials that The
Medicines Company and Boxford Subsidiary Corporation have filed
with the SEC on a Tender Offer Statement on Schedule TO on January
27, 2009. Targanta also has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with respect to the offer on January
27, 2009. Targanta stockholders and other investors should read
these materials carefully because they contain important
information, including the terms and conditions of the offer.
Targanta stockholders and other investors may obtain free copies of
the tender offer statement, the tender offer
solicitation/recommendation statement and other documents filed
with the SEC through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will be
able to obtain free copies of these documents from The Medicines
Company or Targanta by contacting: Robyn Brown of The Medicines
Company at 973-290-6000 or investor.relations@themedco.com, or
Susan Hager of Targanta at 617-577-9020 x217 or
shager@targanta.com. Questions and requests for assistance or for
additional copies of these documents may be directed to Georgeson
Inc., the information agent for the offer, at 1-212-440-9800 for
banks and brokers or 1-866-257-5108 for stockholders and all
others.
Contact: Emily Poe WeissComm Partners Phone: (212) 301-7183
Email Contact Robyn Brown The Medicines Company Phone: (973)
290-6000 Email Contact
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