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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
FOR RELEASE THURSDAY, MARCH 2, 2000 AT 8:30AM EST
Contact:
Clare Midgley (investor)
Sally McCraven (media)
Millennium Pharmaceuticals, Inc.
(617)-679-7480
(617)-577-3548
MILLENNIUM ACQUIRES MINORITY INTEREST IN PREDICTIVE
MEDICINE SUDSIDIARY IN PURSUIT OF DELIVERING
PERSONALIZED MEDICINE
-- COMPANY AND BECTON DICKINSON PLAN EXPANSION OF CANCER
DIAGNOMICS-TM- COLLABORATION --
CAMBRIDGE, MASS., MARCH 2, 2000 -- Millennium Pharmaceuticals, Inc. (Nasdaq:
MLNM) today announced that it will acquire the outstanding shares of its
Millennium Predictive Medicine, Inc. (MPMx) subsidiary that it does not already
own, making it a wholly-owned subsidiary of the Company. The transaction will be
a stock-for-stock exchange based on a fixed ratio. This move will more closely
align Millennium's therapeutic and predictive medicine discovery and development
efforts and will bring the company closer to its goal of delivering breakthrough
products and personalized medicine to patients.
Under the terms of the agreement, MPMx shareholders, including Becton Dickinson
and Company (BD), will receive one share of newly issued Millennium common stock
in exchange for five MPMx shares subject to adjustment for the Company's
recently announced two-for-one stock split. Additional financial terms were not
disclosed.
"The integration of predictive medicine and therapeutic discovery and
development efforts at Millennium is critical to the delivery of a new
generation of personalized medicine," said Mark Levin, chief executive officer,
Millennium Pharmaceuticals, Inc. "Ultimately, our goal is to deliver precisely
the right medicine to precisely the right patient for the prevention and
treatment of disease. We are concentrating our efforts to bring this to
reality."
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MILLENNIUM ACQUIRES MINORITY INTEREST IN PREDICTIVE MEDICINE SUBSIDIARY IN
PURSUIT OF DELIVERING PERSONALIZED MEDICINE
MPMx is focused on the development of Diagnomic-TM- and pharmacogenomic products
and services. Diagnomics-TM- are molecular diagnostics that describe a patient's
current medical condition and provide prognostic and therapeutic information.
Pharmacogenomic tests determine a patient's response to a specific therapeutic
based on their genetic information. To identify the genetic markers which are
key to these tests, MPMx leverages Millennium's integrated science and
technology platform, including state-of-the-art transcriptional profiling and
proteomics expertise.
MPMx executed alliances in 1999 in cancer Diagnomics-TM- with BD, and in
pharmacogenomics with Bristol-Myers Squibb related to certain drug classes in
their oncology pipeline. MPMx will maintain this focus in the future while also
working more closely with Millennium to apply pharmacogenomics to parts of the
Millennium therapeutic pipeline and to integrate the Diagnomics-TM- strategy
into the Millennium franchise therapeutic areas of oncology, metabolic disease
and inflammation.
"The acquisition of MPMx by Millennium will allow us to accelerate the third
phase of our business strategy which focuses on patient management," said
Kenneth Conway, president of Millennium Predictive Medicine. "This strategy,
combined with our pharmacogenomics and Diagnomics-TM- efforts, furthers our goal
of transforming medicine from a statistical art to an individualized science."
"Our oncology pharmacogenomics alliance with MPMx is off to a quick start and we
expect a productive alliance," said Elliott Sigal, M.D., Ph.D., senior vice
president, Early Discovery and Applied Technology, Bristol-Myers Squibb
Pharmaceutical Research Institute. "We look forward to continuing our work with
MPMx in the development of pharmacogenomic tests and drugs in our oncology
pipeline to improve cancer treatments for patients and their families."
POTENTIAL EXPANSION OF CANCER DIAGNOMICS-TM- PROGRAM WITH BECTON DICKINSON In
February 1999, MPMx announced a five-year strategic alliance with BD for the
development of Diagnomic-TM- products in a variety of cancers including
melanoma, cervical, breast, ovarian, uterine, prostate and colon. BD has
exclusive rights to Diagnomic-TM- products in each of these areas, with the
exception of colon cancer, in which it has co-exclusive rights with MPMx. BD and
MPMx have now agreed to enter into discussions regarding an expansion of the
research program.
"We have had tremendous success in the first year of our Diagnomics-TM- alliance
with MPMx and hit all of our first-year objectives," said Vincent Forlenza,
senior vice president, technology strategy and development, Becton Dickinson.
"Based on these achievements, we are interested in expanding our cancer
partnership with MPMx."
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MILLENNIUM ACQUIRES MINORITY INTEREST IN PREDICTIVE MEDICINE SUBSIDIARY IN
PURSUIT OF DELIVERING PERSONALIZED MEDICINE
BD, a global medical technology company, headquartered in Franklin Lakes, New
Jersey, manufactures and sells a broad range of medical supplies and devices and
diagnostics systems for use by healthcare professionals, medical research
institutions, industry and the general public. Revenues for the company exceeded
$3.4 billion last fiscal year.
Millennium Predictive Medicine, Inc., a subsidiary of Millennium
Pharmaceuticals, Inc., is developing genomic- and proteomic-derived products and
services to accelerate and improve the diagnosis, treatment and prediction of
disease.
Millennium, a leading drug discovery and development company, employs
large-scale genetics, genomics, high throughput screening and informatics in an
integrated science and technology platform. This innovative drug discovery
platform is applied across the entire healthcare sector, from gene
identification through patient management, to accelerate and transform the
discovery and development of proprietary therapeutic and Diagnomics-TM- products
and services. Headquartered in Cambridge, Massachusetts, Millennium and its
affiliates currently employ more than 1,000 people.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF
RISKS AND UNCERTAINTIES. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED IN SUCH FORWARD LOOKING STATEMENTS
INCLUDE UNCERTAINTIES RELATING TO UNANTICIPATED DIFFICULTIES AND DELAYS RELATING
TO GENE IDENTIFICATION, DRUG DISCOVERY AND CLINICAL DEVELOPMENT PROCESSES;
MILLENNIUM'S ABILITY TO SUCCESSFULLY INTEGRATE THE OPERATIONS OF LEUKOSITE,
INC.; CHANGES IN RELATIONSHIPS WITH STRATEGIC PARTNERS AND DEPENDENCE UPON
STRATEGIC PARTNERS FOR THE PERFORMANCE OF CRITICAL ACTIVITIES UNDER
COLLABORATIVE AGREEMENTS; THE IMPACT OF COMPETITIVE PRODUCTS AND TECHNOLOGICAL
CHANGES; UNCERTAINTIES RELATING TO PATENT PROTECTION AND REGULATORY APPROVAL;
AND UNCERTAINTIES RELATING TO THE ABILITY OF MILLENNIUM AND ITS AFFILIATES TO
OBTAIN SUBSTANTIAL ADDITIONAL FUNDS REQUIRED FOR PROGRESS IN DRUG DISCOVERY AND
DEVELOPMENT. THE FACTORS THAT COULD AFFECT THE PERFORMANCE OF MILLENNIUM ARE
MORE FULLY DESCRIBED IN FILINGS BY MILLENNIUM WITH THE SECURITIES AND EXCHANGE
COMMISSION INCLUDING BUT NOT LIMITED TO THE FACTORS SET FORTH UNDER THE HEADING
"RISK FACTORS THAT MAY AFFECT RESULTS" IN THE ANNUAL REPORT ON FORM 10-K FILED
BY MILLENNIUM WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES.
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Editor's Note: This release is available on Millennium's website at:
http://www.mlnm.com
