- Written communication by the subject company relating to a third party tender offer (SC14D9C)
May 18 2009 - 12:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934
IDM PHARMA, INC.
(Name of Subject Company)
IDM PHARMA, INC.
(Name of Person(s) Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
449394105
(CUSIP Number of Class of Securities)
Timothy P. Walbert
President and Chief Executive Officer
IDM Pharma, Inc.
9 Parker, Suite 100
Irvine, CA 92618
(949) 470-4751
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
L. Kay Chandler, Esq.
Barbara L. Borden, Esq.
Cooley Godward Kronish LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
þ
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
The following is a copy of a press release jointly issued by Takeda Pharmaceutical Company
Limited and IDM Pharma, Inc. on May 18, 2009 announcing the proposed tender offer and merger:
News Release
TAKEDA TO ACQUIRE IDM PHARMA, ADDING MEPACT
®
(MIFAMURTIDE), THE FIRST
TREATMENT APPROVED FOR OSTEOSARCOMA IN MORE THAN 20 YEARS, TO ITS
ONCOLOGY FRANCHISE
Osaka, Japan, and Irvine, California, May 18, 2009
Takeda Pharmaceutical Company Limited (TSE:
4502) and IDM Pharma, Inc. (NASDAQ: IDMI) today announced that Takeda America Holdings, Inc., a
wholly-owned subsidiary of Takeda (Takeda America), and IDM Pharma have entered into an agreement
for Takeda America to acquire IDM Pharma. Takeda America has established Jade Subsidiary
Corporation as a wholly-owned subsidiary to effect that transaction. Under the agreement, Takeda
America will purchase all of IDM Pharmas outstanding shares for US$2.64 per share in an all cash
tender offer followed by a merger.
Millennium: The Takeda Oncology Company, Takedas business unit responsible for global oncology
strategy and development, will have global development responsibility for MEPACT
®
, IDM
Pharmas primary asset, and Takeda Pharmaceuticals Europe Ltd. will be responsible for
commercializing MEPACT in Europe.
IDM Pharma received European marketing approval for MEPACT
(mifamurtide), a therapy
indicated for the treatment of non-metastatic osteosarcoma (malignant bone cancer) following
surgical removal of the tumor (resection) in children, adolescents and young adults. Osteosarcoma
is a rare and often fatal disease, with approximately 1,200 new cases diagnosed in Europe each
year. The disease affects primarily children and young adults. The European Commission formally
granted a centralized marketing authorization for MEPACT on March 6, 2009, allowing it to be
marketed in the 27 EU member states, as well as in Iceland, Liechtenstein and Norway.
MEPACT delivers a demonstrated survival advantage for young patients with a specific type of bone
cancer and provides Takeda with an approved therapy that contributes immediately to our top-line
growth, said Erich Brunn, CEO of Takeda Pharmaceuticals Europe Limited, Takedas wholly-owned
UK-based subsidiary for overseeing pan-European sales and marketing. We envisage that the product
will become a key driver in enhancing our European oncology franchise.
The European approval of MEPACT was the result of decades of research and most importantly the
dedication of patients and their families whose involvement in the Phase 3 clinical trial was
integral to providing access to the first new osteosarcoma treatment in more than 20 years, added
Timothy P. Walbert, president and chief executive officer IDM Pharma. Our goal has been to
improve the lives of cancer patients by developing therapies that meet significant unmet treatment
needs Takeda shares this goal. We expect that the significant progress weve made with MEPACT
during the last two years will continue to be met in osteosarcoma and other difficult to treat
cancers.
More/...
About MEPACT
The Phase 3 MEPACT trial was the largest study ever completed in osteosarcoma, enrolling
approximately 800 patients. The study evaluated patient outcomes with the addition of MEPACT to
three- or four-drug adjuvant chemotherapy (cisplatin, doxorubicin, and methotrexate with or without
ifosfamide). Results demonstrated that the addition of MEPACT to chemotherapy resulted in
approximately a 30 percent decrease in the risk of death with 78 percent of patients surviving
after six years of follow-up after treatment with MEPACT. MEPACT was well tolerated.
MEPACT was granted orphan medicinal product status in Europe in 2004 and under European
pharmaceutical legislation is entitled to a period of 10 years market exclusivity in respect of the
approved indication.
MEPACT Important Safety Information
Safety of MEPACT has been assessed in studies of patients 2 to 30 years of age at initial diagnosis
of osteosarcoma. The most common side effects were anemia, anorexia, headache, dizziness,
tachycardia, hypertension, hypotension, dyspnea, tachypnea, cough, vomiting, diarrhea,
constipation, abdominal pain, nausea, hyperhidrosis, myalgia, arthralgia, back pain, pain in
extremity, fever, chills, fatigue, hypothermia, pain, malaise, asthenia, and chest pain.
A pharmacovigilance plan for MEPACT, as for all medicinal products, will be implemented as part of
the marketing authorization.
Detailed recommendations for the use of MEPACT are described in the Summary of Product
Characteristics (SPC) which is published in the European Public Assessment Report (EPAR) and is
available in all official European Union languages
.
About IDM Pharma
IDM Pharma is focused on the development of innovative cancer products that either destroy cancer
cells by activating the immune system or prevent tumor recurrence by triggering a specific adaptive
immune response. IDM Pharma is dedicated to maximizing the full therapeutic and commercial
potential of its innovative products to address the needs of patients and the physicians who treat
these patients. For more information about the company and its products, visit www.idm-pharma.com.
About Takeda Pharmaceutical Company Limited
Located in Osaka, Japan, Takeda is a research-based global company with its main focus on
pharmaceuticals. As the largest pharmaceutical company in Japan and one of the global leaders of
the industry, Takeda is committed to striving toward better health for individuals and progress in
medicine by developing superior pharmaceutical products. Additional information about Takeda is
available through its corporate website,
www.takeda.com
.
More/...
Transaction Information
This transaction is structured as an all cash tender offer for all of the outstanding shares of IDM
Pharma common stock, followed by a merger in which remaining shares of IDM Pharma not tendered into
the offer would be converted into the right to receive the same US$2.64 cash per share price paid
in the tender offer. The transaction has been unanimously approved by the Boards of Directors of
IDM Pharma and Takeda. In connection with signing of the merger agreement, stockholders holding
shares representing approximately 55% of the outstanding IDM Pharma common stock (49% of the common
stock on a fully diluted basis including shares issuable upon the exercise of options and warrants)
entered into a stockholders agreement with Takeda America that commits the stockholders to tender
their shares in the tender offer, subject to certain conditions. The transaction is subject to the
tender of a majority of IDM Pharma common stock on a fully diluted basis as well as other customary
closing conditions. The transaction is expected to be completed in June 2009 and no later than 22
July 2009. JMP Securities LLC is acting as financial advisor and Cooley Godward Kronish LLP is
serving as legal counsel to IDM Pharma in the transaction. WilmerHale is serving as legal counsel
to Takeda America in the transaction.
Forward-Looking Statements
This press release includes forward-looking statements that are subject to risks, uncertainties and
other factors, including the risks to both companies that the acquisition of IDM Pharma will not be
consummated as the transaction is subject to certain closing conditions. All statements other than
statements of historical fact are statements that could be deemed forward-looking statements,
including statements regarding the anticipated timing of completion of the transaction; the ability
to complete the transaction considering the various closing conditions; any projections of
earnings, revenues or other financial items; any estimates or projections of the patient population
for MEPACT; any statements regarding the future of MEPACT; any statements of the plans, strategies
and objectives of management for future operations; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing. In addition, if and when the
transaction is consummated, there will be risks and uncertainties related to Takedas ability to
successfully incorporate IDM Pharmas assets into its business operations, the ability to complete
post-approval development commitments for MEPACT and the contribution of MEPACT to Takedas
European oncology franchise. These and other risks and uncertainties are discussed in documents
filed with the U.S. Securities and Exchange Commission by IDM Pharma, and will be discussed in the
tender offer documents to be filed by Takeda or its affiliate and the Solicitation/Recommendation
Statement to be filed by IDM Pharma. All forward-looking statements are based on information
currently available to Takeda and IDM Pharma, and neither Takeda nor IDM Pharma assumes any
obligation to update any such forward-looking statements or other statements included in this press
release.
More/...
Important Additional Information Will Be Filed with the Securities Exchange Commission (SEC)
This press release is neither an offer to purchase nor a solicitation of an offer to sell shares of
IDM Pharma, Inc. Takeda America has not commenced the tender offer for shares of IDM Pharma stock
described in this press release.
At the time the tender offer is commenced, Takeda America and one of its affiliates will file with
the SEC a Tender Offer Statement on Schedule TO and related exhibits, including an Offer to
Purchase, Letter of Transmittal and other related documents, and IDM Pharma will file with the SEC
a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 in connection with the
transaction. These will contain important information about Takeda, Takeda America and IDM Pharma,
the transaction and other related matters. Investors and security holders are urged to read each of
these documents carefully when they are available. The tender offer materials (including the Offer
to Purchase, the related Letter of Transmittal and certain other offer documents) and the
Solicitation/Recommendation Statement will contain important information, which should be read
carefully before any decision is made with respect to the tender offer. The Offer to Purchase, the
related Letter of Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to all stockholders of IDM Pharma at
no expense to them. These materials will be sent free of charge to all stockholders of IDM Pharma.
In addition, all of these materials (and all other materials filed by IDM Pharma with the SEC)
will be available at no charge from the SEC through its website 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.
-Ends-
For all press enquiries please contact:
|
|
|
Seizo Masuda
|
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Robert J. De Vaere
|
Takeda Pharmaceutical Company Limited
|
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IDM Pharma
|
Public and Investor Relations
|
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Sr. Vice President & CFO
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+81 3 3278 2037
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+1 949 470-6447
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masuda_seizo@takeda.co.jp
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bdevaere@idm-pharma.com
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Manisha Pai
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Richard Kenyon
|
Millennium: The Takeda Oncology
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Takeda Pharmaceuticals Europe Limited
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Company
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Corporate Communications
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Corporate Communications
|
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+44 20 3116 8861
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+1 617 551-7877
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richard.kenyon@tpeu.co.uk
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Manisha.Pai@mpi.com
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