>>PRNewswire-FirstCall/ -- Millennium Pharmaceuticals, Inc. (Nasdaq: MLNM - news) and
COR Therapeutics, Inc. (Nasdaq: CORR - news) today announced they have received
shareholder approval from their respective shareholders of the merger of the
two companies. The companies anticipate closing the merger today at 4:01 PM
ET when the certificate of merger becomes effective. The combined company
will be named Millennium Pharmaceuticals, Inc., with worldwide headquarters in
Cambridge, Massachusetts.
As a result of the merger, COR Therapeutics shareholders will receive 0.9873 shares of Millennium common stock in exchange for each COR Therapeutics share. The merger will be treated as a purchase for accounting purposes and will result in significant goodwill and in-process R&D charges.
The two companies bring together complementary capabilities by uniting COR's cardiovascular expertise, product pipeline, and commercial infrastructure for its market-leading anti-platelet cardiovascular product, INTEGRILIN® (eptifibatide) Injection, with Millennium's genomic-based research, drug discovery and development technology platform, business leadership in strategic alliances, and product pipeline in oncology, inflammation and metabolic disease. The merger serves as a key milestone in achieving Millennium's goal of creating a major biopharmaceutical company.
``Our merger with COR is a key step in building a major biopharmaceutical company and delivering breakthrough personalized medicine,'' said Mark Levin, chief executive officer of Millennium. ``We believe this combined entity provides commercial operating infrastructure and a sustainable pipeline across four franchise areas.''
Assumption of COR Notes
In connection with the closing of the merger, Millennium will assume COR's $600 million in convertible debt resulting from two offerings: the 5.00% Convertible Subordinated Notes due March 1, 2007 and the 4.50% Convertible Senior Notes due June 15, 2006. As a result, the noteholders have an option to convert to Millennium common stock. Within 30 days following the closing of the merger, Millennium is obligated to offer cash for the notes at face value. Due to current market conditions, Millennium is actively considering creating alternatives to this cash offer, including giving noteholders the right to sell Millennium the notes on more favorable terms at a future date.
In connection with Millennium's assumption of the notes, Millennium intends to file today a registration statement for the 4.50% notes and the shares of Millennium common stock issuable upon their conversion. Millennium also intends to amend COR's existing registration statements to withdraw from registration all unsold COR notes and underlying COR common stock.<<
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Cheers, Tuck |
