FILED BY MILLENNIUM PHARMACEUTICALS, INC. PURSUANT TO RULE 425
UNDER THE SECURITIES ACT OF 1933 AND DEEMED FILED PURSUANT TO
RULE 14a-12 OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: COR THERAPEUTICS, INC.
COMMISSION FILE NO: 000-19290
Millennium Pharmaceuticals, Inc.
76 Sidney Street
Cambridge, MA 02139
Tel 617 679 7000
www.millennium.com
NEWS RELEASE
[MILLENNIUM LOGO]
FOR RELEASE FEBRUARY 12, 2002 AT 2:00 PM ET
Millennium Pharmaceuticals, Inc.
Gina Brazier (investors)
(617) 551-3611
COR Therapeutics, Inc.
Shari Annes (investors)
(650) 244-6889
SHAREHOLDERS APPROVE MERGER OF MILLENNIUM
PHARMACEUTICALS AND COR THERAPEUTICS
--MERGER SERVES AS A KEY MILESTONE IN GOAL OF CREATING A MAJOR
BIOPHARMACEUTICAL COMPANY--
CAMBRIDGE, MASS. AND SOUTH SAN FRANCISCO, CA., FEBRUARY 12, 2002-- Millennium
Pharmaceuticals, Inc. (Nasdaq: MLNM) and COR Therapeutics, Inc. (Nasdaq: CORR)
today announced they have received shareholder approval from their respective
shareholders of the merger of the two companies. The companies anticipate
closing the merger today at 4:01 PM ET when the certificate of merger becomes
effective. The combined company will be named Millennium Pharmaceuticals, Inc.,
with worldwide headquarters in Cambridge, Massachusetts.
As a result of the merger, COR Therapeutics shareholders will receive 0.9873
shares of Millennium common stock in exchange for each COR Therapeutics share.
The merger will be treated as a purchase for accounting purposes and will result
in significant goodwill and in-process R&D charges.
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SHAREHOLDERS APPROVE MERGER OF MILLENNIUM PHARMACEUTICALS AND COR THERAPEUTICS
The two companies bring together complementary capabilities by uniting COR's
cardiovascular expertise, product pipeline, and commercial infrastructure for
its market-leading anti-platelet cardiovascular product, INTEGRILIN(R)
(eptifibatide) Injection, with Millennium's genomic-based research, drug
discovery and development technology platform, business leadership in strategic
alliances, and product pipeline in oncology, inflammation and metabolic disease.
The merger serves as a key milestone in achieving Millennium's goal of creating
a major biopharmaceutical company.
"Our merger with COR is a key step in building a major biopharmaceutical company
and delivering breakthrough personalized medicine," said Mark Levin, chief
executive officer of Millennium. "We believe this combined entity provides
commercial operating infrastructure and a sustainable pipeline across four
franchise areas."
ASSUMPTION OF COR NOTES
In connection with the closing of the merger, Millennium will assume COR's $600
million in convertible debt resulting from two offerings: the 5.00% Convertible
Subordinated Notes due March 1, 2007 and the 4.50% Convertible Senior Notes due
June 15, 2006. As a result, the noteholders have an option to convert to
Millennium common stock. Within 30 days following the closing of the merger,
Millennium is obligated to offer cash for the notes at face value. Due to
current market conditions, Millennium is actively considering creating
alternatives to this cash offer, including giving noteholders the right to sell
Millennium the notes on more favorable terms at a future date.
In connection with Millennium's assumption of the notes, Millennium intends to
file today a registration statement for the 4.50% notes and the shares of
Millennium common stock issuable upon their conversion. Millennium also intends
to amend COR's existing registration statements to withdraw from registration
all unsold COR notes and underlying COR common stock.
ABOUT MILLENNIUM
Millennium Pharmaceuticals, Inc., a leading biopharmaceutical company, applies
its comprehensive and integrated science and technology platform for the
discovery and development of breakthrough therapeutic and predictive medicine
products, with a goal of enabling physicians to more closely customize medical
treatment by combining knowledge of the genetic basis for disease and the
genetic characteristics of patients on a molecular basis. Millennium is
primarily focusing its research and development and commercialization activities
in four key areas: cardiovascular, oncology, inflammation and metabolic disease.
Through the industrialization of its gene-to-patient platform, Millennium is
striving to accelerate the process of drug discovery and development.
Headquartered in Cambridge, Mass., Millennium currently employs more than 1,500
people.
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SHAREHOLDERS APPROVE MERGER OF MILLENNIUM PHARMACEUTICALS AND COR THERAPEUTICS
ABOUT COR
COR Therapeutics, Inc., is dedicated to the discovery, development and
commercialization of novel pharmaceutical products for the treatment and
prevention of severe cardiovascular diseases. COR has complementary research and
development programs that seek to address critical needs in severe
cardiovascular care, including unstable angina, acute myocardial infarction,
deep vein thrombosis, and restenosis. Recently, COR has extended its research
and development activities to include oncology.
THIS PRESS RELEASE CONTAINS "FORWARD-LOOKING STATEMENTS," INCLUDING STATEMENTS
ABOUT THE MERGER OF MILLENNIUM AND COR AND STATEMENTS ABOUT THE COMBINED
ENTITY'S GROWTH AND FUTURE OPERATING RESULTS, DISCOVERY AND DEVELOPMENT OF
PRODUCTS, STRATEGIC ALLIANCES AND INTELLECTUAL PROPERTY. VARIOUS IMPORTANT
FACTORS MAY CAUSE MILLENNIUM'S ACTUAL RESULTS TO DIFFER MATERIALLY, INCLUDING:
THE INABILITY OF MILLENNIUM TO SUCCESSFULLY INTEGRATE COR'S OPERATIONS AND
EMPLOYEES; THE INABILITY TO REALIZE ANTICIPATED SYNERGIES AND COST SAVINGS;
ADVERSE RESULTS IN DRUG DISCOVERY AND CLINICAL DEVELOPMENT PROCESSES; FAILURE TO
OBTAIN PATENT PROTECTION FOR DISCOVERIES; COMMERCIAL LIMITATIONS IMPOSED BY
PATENTS OWNED OR CONTROLLED BY THIRD PARTIES; DEPENDENCE UPON STRATEGIC ALLIANCE
PARTNERS TO DEVELOP AND COMMERCIALIZE PRODUCTS AND SERVICES BASED ON
MILLENNIUM'S WORK; DIFFICULTIES OR DELAYS IN OBTAINING REGULATORY APPROVALS TO
MARKET PRODUCTS AND SERVICES RESULTING FROM MILLENNIUM'S DEVELOPMENT EFFORTS;
THE REQUIREMENT FOR SUBSTANTIAL FUNDING TO CONDUCT RESEARCH AND DEVELOPMENT AND
TO EXPAND COMMERCIALIZATION ACTIVITIES; AND THE OTHER FACTORS DESCRIBED UNDER
THE HEADING "RISK FACTORS" IN MILLENNIUM'S AMENDMENT NO. 1 TO REGISTRATION
STATEMENT ON FORM S-4 FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
JANUARY 7, 2002, WHICH "RISK FACTORS" ARE INCORPORATED BY REFERENCE INTO THIS
PRESS RELEASE. WE DISCLAIM ANY INTENTION OR OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE
EVENTS OR OTHERWISE.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF THE 4.50% NOTES OR MILLENNIUM
COMMON STOCK THAT WILL BE COVERED BY THE REGISTRATION STATEMENT REFERENCED
ABOVE.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE MILLENNIUM/COR MERGER HAS BEEN FILED
WITH THE SEC
MILLENNIUM HAS FILED WITH THE SEC A REGISTRATION STATEMENT ON FORM S-4 IN
CONNECTION WITH THE MERGER BETWEEN MILLENNIUM AND COR THERAPEUTICS, AND
MILLENNIUM AND COR HAVE FILED WITH THE SEC AND MAILED TO THEIR RESPECTIVE
STOCKHOLDERS A JOINT PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH THE
TRANSACTION. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
CONTAIN IMPORTANT INFORMATION ABOUT MILLENNIUM, COR, THE TRANSACTION AND RELATED
MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN FREE COPIES OF THE REGISTRATION
STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS AND OTHER DOCUMENTS FILED
WITH THE SEC BY MILLENNIUM AND COR THROUGH THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV. IN ADDITION, INVESTORS AND SECURITY HOLDERS MAY OBTAIN FREE COPIES
OF THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS FROM
MILLENNIUM BY CONTACTING GINA BRAZIER OR FROM COR BY CONTACTING SHARI ANNES.
IMPORTANT ADDITIONAL INFORMATION ABOUT THE CHANGE IN CONTROL CASH REPURCHASE
OFFER FOR THE COR NOTES WILL BE FILED WITH THE SEC
MILLENNIUM PLANS TO FILE WITH THE SEC A SCHEDULE TO IN CONNECTION WITH THE
CHANGE IN CONTROL CASH REPURCHASE OFFER THAT IT IS REQUIRED TO MAKE WITH RESPECT
TO THE COR NOTES. THE SCHEDULE TO, INCLUDING THE RELATED CHANGE IN CONTROL
NOTICE AND OFFER TO PURCHASE, WILL CONTAIN IMPORTANT INFORMATION ABOUT
MILLENNIUM, THE COR NOTES, THE CHANGE IN CONTROL REPURCHASE OFFER AND RELATED
MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE SCHEDULE TO
CAREFULLY WHEN IT BECOMES AVAILABLE.
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SHAREHOLDERS APPROVE MERGER OF MILLENNIUM PHARMACEUTICALS AND COR THERAPEUTICS
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE
SCHEDULE TO AND OTHER DOCUMENTS FILED WITH THE SEC BY MILLENNIUM THROUGH THE WEB
SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, INVESTORS AND SECURITY
HOLDERS WILL BE ABLE TO OBTAIN FREE COPIES OF THE SCHEDULE TO FROM MILLENNIUM BY
CONTACTING GINA BRAZIER.
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Editor's Note: This release is available on Millennium's Web site at:
www.millennium.com
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