SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
IDM PHARMA, INC.
(Name of Subject Company (Issuer))
TAKEDA PHARMACEUTICAL COMPANY LIMITED
TAKEDA AMERICA HOLDINGS, INC.
JADE SUBSIDIARY CORPORATION
(Names of Filing Persons (Offerors))
Common
Stock, par value $0.01
(Title of Class of
Securities)
449394105
(CUSIP Number of Class of
Securities)
Laurie
B. Keating
Takeda America Holdings, Inc.
40
Landsdowne Street
Cambridge,
MA 02139
(617)
679-7000
(Name, Address and
Telephone Number of Person Authorized to Receive
Notices and
Communications on Behalf of Filing Persons)
with copies to:
David E.
Redlick
Graham
Robinson
Wilmer
Cutler Pickering Hale and Dorr LLP
60 State
Street
Boston,
Massachusetts 02109
(617)
526-6000
Calculation of Filing Fee
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Transaction
valuation*
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Amount
of filing fee*
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Not applicable
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Not applicable
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* Pursuant to General Instruction D to
Schedule TO, no filing fee is required because communications made before the
commencement of a tender offer.
o
Check box if any part of the fee is offset
as provided by Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its
filing.
|
Amount
Previously Paid:
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Filing
Party:
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Form or
Registration No.:
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Date
Filed:
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x
Check the box if the
filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check
the appropriate boxes below to designate any transactions to which the
statement relates:
x
third-party tender
offer subject to Rule 14d-1.
o
issuer tender offer subject to Rule 13e-4.
o
going-private transaction subject to Rule 13e-3.
o
amendment to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
o
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied
upon:
o
Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
o
Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
Item 12. Exhibits
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Exhibit
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Description
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99.1
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Press release jointly issued by Takeda
Pharmaceutical Company Limited and IDM Pharma, Inc. on May 18, 2009
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IMPORTANT
INFORMATION
This
Schedule TO-C is neither an offer to purchase nor a solicitation of an offer to
sell shares of IDM Pharma, Inc. (“IDM”).
Jade
Subsidiary Corporation (the “Merger Sub”), a wholly owned subsidiary of Takeda
America Holdings, Inc., has not commenced the tender offer for the shares
of IDM common stock described in the communications filed herewith.
Upon
commencement of the tender offer, the Merger Sub will file with the SEC a
tender offer statement on Schedule TO and related exhibits, including the offer
to purchase, letter of transmittal, and other related documents. Following commencement of the tender offer,
IDM will file with the SEC a tender offer solicitation/recommendation statement
on Schedule 14D-9.
These
documents will contain important information about Takeda America Holdings, Inc.,
IDM, the transaction and other related matters.
Investors and security holders are urged to read each of these documents
carefully when they are available.
Investors and security holders
will be able to obtain free copies of the tender offer statement, the tender
offer solicitation/recommendation statement and other documents filed with the
SEC by Takeda America Holdings, Inc. and IDM through the web site
maintained by the SEC 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.