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Filed by: Millennium Pharmaceuticals, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Millennium Pharmaceuticals, Inc.
Commission File No. 000-28494
Millennium has announced that it will acquire all the outstanding shares of
Millennium Predictive Medicine, Inc., including the shares owned by Becton
Dickinson. MPMx will continue to operate as a unit after the merger, with the
same focus, management team and location.
This change will more closely align our therapeutic and predictive medicine
discovery and development efforts. There are increasing opportunities for
overlap and interaction between therapeutics, diagnostics, pharmacogenomics and
patient management. In their strategic planning and partner discussions, MPMx
and MPI have found that these areas are closely interwoven. With the two
companies merged, Millennium will be able to make business decisions that
maximize value and allow us to work together more efficiently and strategically.
Millennium employees who have MPMx stock or stock options will receive
notification within the next month about the conversion of MPMx stock to MPI
stock. The merger is expected to close, and new stock to be issued, by the end
of April or early in May. The shares will be exchanged for common stock of
Millennium at a ratio of one Millennium share for five MPMx shares.
MPMx is developing genomic- and proteomic-derived products and services to
improve the diagnosis, treatment and prediction of disease. In 1999, MPMx
executed alliances with Becton Dickinson in cancer diagnostics and with
Bristol-Myers Squibb in pharmacogenomics related to certain drug classes in
their oncology pipeline. These alliances will continue. MPMx will maintain this
focus in the future while working to apply pharmacogenomics to parts of the
Millennium therapeutic pipeline and integrating the Diagnomics strategy with
Millennium franchise therapeutic areas.
It was also announced that MPMx and Becton Dickinson have hit all their first
year objectives. Because of this tremendous success, MPMx and Becton Dickinson
have agreed to enter into discussions regarding expansion of their research and
development of DiagnomicTM products in a variety of cancers including melanoma,
cervical, breast, ovarian, uterine, prostate and colon. Congratulations!
Millennium Pharmaceuticals expects to file an information statement/prospectus
under the Securities Act of 1933 with respect to the business combination
described herein. Investors are urged to read the relevant documents filed or to
be filed with the Securities and Exchange Commission because they contain
important information. Investors may obtain these documents for free at the web
site maintained by the Securities and Exchange Commission at http://www.sec.gov.
In addition, any such documents, excluding exhibits, may be obtained from
Millennium Pharmaceuticals without charge by requesting them in writing or by
telephone at the following address: Investor Relations, Millennium
Pharmaceuticals, Inc., 75 Sidney Street, Cambridge, MA 02139; Telephone: (617)
679-7000.
