Delaware | 000-31191 | 04-3324394 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
8 Sylvan Way | ||||
Parsippany, New Jersey | 07054 | |||
(Address of Principal Executive Offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
Exhibit Index | ||||||||
EX-23.1 | ||||||||
EX-99.4 | ||||||||
EX-99.5 |
2.1(1)
|
Agreement and Plan of Merger among MDCO, Boxford Subsidiary Corporation and Targanta, dated as of January 12, 2009 | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
99.1(2)
|
Contingent Payment Rights Agreement dated February 25, 2009 between MDCO and American Stock Transfer & Trust Company | |
99.2(3)
|
Press Release dated February 25, 2009, announcing completion of the offer | |
99.3(4)
|
Press Release dated February 26, 2009, announcing completion of the acquisition | |
99.4(5)
|
Audited financial statements of Targanta as of December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 and for the period from May 20, 1997 (date of inception) through December 31, 2008 | |
99.5
|
Unaudited pro forma condensed combined consolidated financial statements of MDCO as of and for the year ended December 31, 2008 |
(1) | Filed with the Securities and Exchange Commission on January 14, 2009 as Exhibit 2.1 to MDCOs current report on Form 8-K and incorporated herein by reference | |
(2) | Filed with the Securities and Exchange Commission on March 2, 2009 as Exhibit 99.1 to MDCOs current report on Form 8-K and incorporated herein by reference | |
(3) | Filed with the Securities and Exchange Commission on February 25, 2009 as Exhibit (a)(5)(L) to MDCOs Schedule TO (Amendment No. 5) and incorporated herein by reference | |
(4) | Filed with the Securities and Exchange Commission on March 2, 2009 as Exhibit 99.4 to MDCOs current report on Form 8-K and incorporated herein by reference |
(5) | The audited financial statements of Targanta as of and for the years ended December 31, 2007 and 2006 are incorporated by reference from Targantas Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission on March 27, 2008 (File no. 001-33730) |
THE MEDICINES COMPANY |
||||
Date: May 12, 2009 | By: | /s/ Paul M. Antinori | ||
Paul M. Antinori | ||||
Senior Vice President and General Counsel | ||||
Exhibit No. | Description | |
2.1(1)
|
Agreement and Plan of Merger among MDCO, Boxford Subsidiary Corporation and Targanta, dated as of January 12, 2009 | |
23.1
|
Consent of Independent Registered Public Accounting Firm | |
99.1(2)
|
Contingent Payment Rights Agreement dated February 25, 2009 between MDCO and American Stock Transfer & Trust Company | |
99.2(3)
|
Press Release dated February 25, 2009, announcing completion of the Offer | |
99.3(4)
|
Press Release dated February 26, 2009, announcing completion of the acquisition | |
99.4(5)
|
Audited financial statements of Targanta as of December 31, 2008 and 2007 and for the years ended December 31, 2008, 2007 and 2006 and for the period from May 20, 1997 (date of inception) through December 31, 2008 | |
99.5
|
Unaudited pro forma condensed combined consolidated financial statements of MDCO as of and for the year ended December 31, 2008 |
(1) | Filed with the Securities and Exchange Commission on January 14, 2009 as Exhibit 2.1 to MDCOs current report on Form 8-K and incorporated herein by reference | |
(2) | Filed with the Securities and Exchange Commission on March 2, 2009 as Exhibit 99.1 to MDCOs current report on Form 8-K and incorporated herein by reference | |
(3) | Filed with the Securities and Exchange Commission on February 25, 2009 as Exhibit (a)(5)(L) to MDCOs Schedule TO (Amendment No. 5) and incorporated herein by reference | |
(4) | Filed with the Securities and Exchange Commission on March 2, 2009 as Exhibit 99.4 to MDCOs current report on Form 8-K and incorporated herein by reference | |
(5) | The audited financial statements of Targanta as of and for the years ended December 31, 2007 and 2006 are incorporated by reference from Targantas Annual Report on Form 10-K for the fiscal year ended December 31, 2007, filed with the Securities and Exchange Commission on March 27, 2008 (File no. 001-33730) |