Transaction valuation* | Amount of filing fee** | |
$164,578,333 | $6,468 |
*
|
Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act). The transaction valuation was calculated by multiplying (a) the sum of (i) the closing cash payment of $2.00 per share plus (ii) the maximum amount payable with respect to the contingent payment rights per share ($4.55) by (b) the number of shares of common stock, par value $0.0001 per share (Shares), of Targanta Therapeutics Corporation (Targanta) outstanding on a fully diluted basis as of January 9, 2009 as represented by Targanta in the Agreement and Plan of Merger, dated as of January 12, 2009, among The Medicines Company (MDCO), Boxford Subsidiary Corporation (the Offeror) and Targanta, consisting of (x) 20,991,316 Shares issued and outstanding, (y) 3,390,538 Shares issuable upon exercise of outstanding options and (z) 744,609 Shares issuable upon exercise of outstanding warrants. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11(d) of the Exchange Act by multiplying the transaction valuation by 0.0000393. |
Amount Previously Paid: $6,468
|
Filing Party: The Medicines Company and Boxford Subsidiary Corporation | |
Form or Registration No.: Schedule TO
|
Date Filed: January 27, 2009 |
þ | third-party tender offer subject to Rule 14d-1. |
o | issuer tender offer subject to Rule 13e-4. |
o | going-private transaction subject to Rule 13e-3. |
þ | amendment to Schedule 13D under Rule 13d-2. |
o | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
o | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
Item 11. | Additional Information. |
Item 12. | Exhibits. |
(a)(5)(L) | Press Release issued by MDCO, dated February 25, 2009, announcing the completion of the Offer. |
Dated: February 25, 2009 |
||||
THE MEDICINES COMPANY |
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By: | /s/ Paul M. Antinori | |||
Name: | Paul M. Antinori | |||
Title: | Senior Vice President and General Counsel | |||
BOXFORD SUBSIDIARY CORPORATION |
||||
By: | /s/ Paul M. Antinori | |||
Name: | Paul M. Antinori | |||
Title: | Secretary |
Exhibit | ||
No. | ||
*(a)(1)(A)
|
Offer to Purchase, dated January 27, 2009. | |
*(a)(1)(B)
|
Form of Letter of Transmittal. | |
*(a)(1)(C)
|
Form of Notice of Guaranteed Delivery. | |
*(a)(1)(D)
|
Form of Letter from Georgeson Inc. to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. | |
*(a)(1)(E)
|
Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to Clients. | |
*(a)(1)(F)
|
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | |
*(a)(1)(G)
|
Supplement, dated February 13, 2009, to Offer to Purchase, dated January 27, 2009. | |
*(a)(5)(A)
|
Press Release issued by MDCO, dated January 12, 2009, announcing the execution of the Agreement and Plan of Merger among MDCO, Offeror and Targanta (incorporated in this Schedule TO by reference to the Schedule TO-C filed by MDCO on January 13, 2009). | |
*(a)(5)(B)
|
Fact Sheet issued by MDCO dated January 12, 2009, regarding announcement of the Agreement and Plan of Merger among MDCO, Offeror and Targanta (incorporated in this Schedule TO by reference to the Schedule TO-C filed by MDCO on January 13, 2009). | |
*(a)(5)(C)
|
Transcript of the conference call on January 13, 2009 regarding announcement of the Agreement and Plan of Merger among MDCO, Offeror and Targanta (incorporated in this Schedule TO by reference to the Schedule TO-C filed by MDCO on January 14, 2009). | |
*(a)(5)(D)
|
Notice dated January 26, 2009 from Targanta to Holders of Stock Options under the Targanta 2005 Stock Option Plan (incorporated in this Schedule TO by reference to the Schedule TO-C filed by MDCO on January 27, 2009). | |
*(a)(5)(E)
|
Form of Summary Advertisement published in the New York Times on January 27, 2009. | |
*(a)(5)(F)
|
Press Release issued by MDCO, dated January 27, 2009, announcing the commencement of the Offer. | |
*(a)(5)(G)
|
Complaint filed on January 21, 2009 in the Superior Court for Suffolk County, Massachusetts. | |
*(a)(5)(H)
|
Amended Complaint filed on February 2, 2009 in the Superior Court for Suffolk County, Massachusetts. | |
*(a)(5)(I)
|
Notice dated February 11, 2009 from Targanta to Holders of Targanta Warrants. | |
*(a)(5)(J)
|
Notice of Motion and Motion for Preliminary Injunction and Memorandum in Support of Motion for Preliminary Injunction filed on February 17, 2009, in the Superior Court for Suffolk County, Massachusetts; Affidavits of Juan E. Monteverde and Matthew Morris, filed on February 17, 2009, in the Superior Court for Suffolk County, Massachusetts. | |
*(a)(5)(K)
|
Press Release issued by Targanta dated February 20, 2009, announcing the settlement of the shareholder litigation relating to the Offer. | |
(a)(5)(L)
|
Press Release issued by MDCO, dated February 25, 2009, announcing the completion of the Offer. |
Exhibit | ||
No. | ||
*(d)(1)
|
Agreement and Plan of Merger, dated as of January 12, 2009, among MDCO, Offeror and Targanta (incorporated in this Schedule TO by reference to the Current Report on Form 8-K filed by MDCO on January 14, 2009). | |
*(d)(2)
|
Confidentiality Agreement, dated as of October 6, 2008, between MDCO and Targanta. | |
*(d)(3)
|
Form of Contingent Payment Rights Agreement, to be entered into between The Medicines Company and American Stock Transfer & Trust Company (incorporated in this Schedule TO by reference to the Current Report on Form 8-K filed by MDCO on January 14, 2009). | |
*(d)(4)
|
Form of Stockholders Agreement, dated as of January 12, 2009, entered into between MDCO and each of Caduceus Private Investments III LP, OrbiMed Associates III, LP, Radius Venture Partners II, LP, Radius Venture Partners III QP, LP, Radius Venture Partners III, LP, Radius Venture Partners III (OH), LP, Seaflower Health Ventures III, L.P., Seaflower Health Ventures III Companion Fund, L.P., J&L Sherblom Family LLC, Skyline Venture Partners Qualified Purchaser Fund IV, L.P., Skyline Venture Partners Qualified Purchaser Fund III, L.P., Skyline Venture Partners III, L.P., VenGrowth Advanced Life Sciences Fund Inc. and VenGrowth III Investment Fund Inc. (incorporated in this Schedule TO by reference to the Current Report on Form 8-K filed by MDCO on January 14, 2009). | |
*(d)(5)
|
Memorandum of Understanding, dated February 19, 2009, by and among (i) Levi & Korsinsky, L.L.P., Lead Counsel for Plaintiffs Martin Albright and Vito Caruso and the Class, (ii) Ropes & Gray LLP, Counsel for Defendants Targanta Therapeutics Corporation, Mark Leuchtenberger, Stéphane Bancel, Garen Bohlin, Jeffrey Courtney, Rosemary Crane, William Crouse, Eric Gordon, Ph.D. and Dilip Mehta, M.D., Ph.D. and (iii) Wilmer Cutler Pickering Hale and Dorr LLP, Counsel for Defendants The Medicines Company and Boxford Subsidiary Corporation. |
* | Previously filed. |