May 26, 2009 NOTICE TO OPTIONEES REGARDING THE MERGERJade Subsidiary Corp • May 26th, 2009 • Pharmaceutical preparations
As you may know, IDM Pharma, Inc. (the "Company") has entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Takeda America Holdings, Inc., a New York corporation ("Parent"), and Jade Subsidiary Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("Purchaser"), and the Company, pursuant to which Purchaser has commenced a tender offer (the "Offer") for the Company's common stock. Assuming the successful completion of such tender offer (the "Offer Completion"), upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into the Company and the Company will survive the merger as a wholly owned subsidiary of Parent (the "Merger"). The closing of the Merger (the "Merger Closing") is currently expected to occur in late June or early July 2009 but the timing of the Merger Closing is not set and may change based on certain factors outside the control of the Company.
CONFIDENTIAL DISCLOSURE AGREEMENTConfidential Disclosure Agreement • May 26th, 2009 • Jade Subsidiary Corp • Pharmaceutical preparations
THIS CONFIDENTIAL DISCLOSURE AGREEMENT (together with its Appendix, the "Agreement") made as of the date written above (the "Effective Date"), is between Millennium Pharmaceuticals, Inc., a Delaware Corporation with a principal office at 40 Landsdowne Street, Cambridge, MA 02139 (Telephone: 617-679-7000, Facsimile: 617-374-0074) (together with its affiliated companies, "Millennium") and IDM-Pharma, Inc., a Delaware corporation ("IDM"), the company named on the signature page ("Company").
JOINT FILING AGREEMENTJoint Filing Agreement • May 28th, 2009 • Jade Subsidiary Corp • Pharmaceutical preparations
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of IDM Pharma, Inc., a Delaware corporation, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
