Item 8.01. Other Events. [Guilford acquisition].
MGI PHARMA, INC. (the "Company") today announced that its proposed acquisition of Guilford Pharmaceuticals Inc. ("Guilford"), pursuant to a Merger Agreement dated July 20, 2005, is anticipated to close on October 3, 2005, subject to the approval of Guilford stockholders. Guilford stockholders of record on August 25, 2005 will vote on the merger at a special meeting scheduled for 10:00 a.m. E.T., on September 29, 2005, at Guilford's Research and Development Facility located at 6411 Beckley Street, Baltimore, Maryland, 21224.
If the merger is approved by Guilford stockholders and closes as anticipated, each share of Guilford common stock will be exchanged for $1.125 in cash and a fraction of a share of MGI PHARMA common stock equal to $2.625 divided by MGI PHARMA's average closing price, as determined over a five day trading period ending three trading days prior to closing. Based on the proposed closing date, the average closing price used to calculate the merger consideration will be $23.80, which is within the collar set forth in the Merger Agreement, and Guilford stockholders will receive .1103 of a share of MGI PHARMA common stock and $1.125 in cash for each share of Guilford common stock. |
