OSAKA, Japan & NEW YORK--(BUSINESS WIRE)--Takeda Pharmaceutical Company Limited ("Takeda", TSE: 4502) today announced the completion of the tender offer made through Jade Subsidiary Corporation (“Jade”), a wholly owned subsidiary of Takeda America Holdings, Inc., which is a wholly owned subsidiary of Takeda, for all of the outstanding shares of IDM Pharma, Inc. (“IDM”, NASDAQ: IDMI) common stock for US$2.64 per share. The offering period expired at midnight, New York City time, at the end of Monday, June 22, 2009.
According to the depositary for the offer, as of the expiration of the offering period, a total of approximately 21,842,929 shares of IDM common stock (including shares tendered under guaranteed delivery procedures) had been validly tendered pursuant to the tender offer and not properly withdrawn, representing approximately 86.4% of the outstanding shares of IDM. All shares that were validly tendered and not properly withdrawn have been accepted for purchase. Stockholders who validly tendered and did not properly withdraw their shares will promptly receive the tender offer price of US$2.64 per share, net to the seller in cash. The offer price paid or payable for shares tendered in the tender offer is subject to any required tax withholding, and no interest will be paid thereon.
Jade expects to exercise promptly the option granted to it in the merger agreement to purchase additional shares of IDM common stock at US$2.64 per share, which will result in Jade owning more than 90% of the outstanding shares of IDM common stock. Jade expects to acquire as soon as practicable all of the remaining outstanding shares of IDM common stock by means of a short-form merger under Delaware law. In the merger, Jade will merge with and into IDM, and IDM will become a direct wholly owned subsidiary of Takeda America Holdings, Inc. Pursuant to the merger, each remaining outstanding share of IDM common stock (other than (1) any shares held by IDM as treasury stock or owned by Takeda America Holdings, Inc., Jade or any subsidiary of IDM, Takeda America Holdings, Inc. or Jade and (2) any shares held by a holder who has not voted in favor of or consented to the merger and who has properly demanded and perfected his, her or its right to be paid the fair value of such shares in accordance with Delaware law) will be automatically cancelled and converted into the right to receive the same US$2.64 per share as was paid in the tender offer.