Item 2.01 Completion of Acquisition or Disposition of Assets
[From today's 8-K].
On September 3, 2004, Zycos Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of MGI PHARMA, INC. (the "Company"), merged with and into Zycos Inc., a Delaware corporation ("Zycos"), with Zycos surviving as a wholly owned subsidiary of the Company, pursuant to an Agreement and Plan of Merger by and among the Company, Zycos, Zycos Acquisition Corp. and the stockholders' representatives listed therein, dated as of August 25, 2004. A copy of the Agreement and Plan of Merger is attached to this report as an exhibit. Zycos is a company focused on the creation and development of oncology and antiviral products.
Through the merger, the Company acquired all of the ownership interests in Zycos from its securityholders. The Company paid $50 million in cash at the closing as merger consideration to Zycos's securityholders, subject to a working capital adjustment.
There are no material relationships between Zycos's securityholders and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer, other than in respect of the above described merger. Furthermore, there are no material relationships between the sources of the funds used by the Company in the merger and the Company or any of its affiliates. |
