SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

 

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

TARGANTA THERAPEUTICS CORPORATION
(Name of Subject Company (Issuer))

 

THE MEDICINES COMPANY
BOXFORD SUBSIDIARY CORPORATION
(Names of Filing Persons (Offerors))

 

Common Stock, par value $0.0001
(Title of Class of Securities)

 

87612C100
(CUSIP Number of Class of Securities)

 

Paul M. Antinori
General Counsel & Senior Vice President
The Medicines Company
8 Sylvan Way
Parsippany, New Jersey 07054
(973) 290-6000

 

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Filing Persons)

 

with copies to:

 

David E. Redlick
Hal J. Leibowitz
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000

 

CALCULATION OF FILING FEE

 

 

 

 

 

o  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

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.

 

o  amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o  Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

o  Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by The Medicines Company, a Delaware corporation (“MDCO”), and Boxford Subsidiary Corporation, a Delaware corporation (“Offeror”) and a wholly owned subsidiary of MDCO. This Schedule TO relates to the offer by Offeror to purchase all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Targanta Therapeutics Corporation, a Delaware corporation (“Targanta”), for consideration of (1) $2.00 per Share, net to the seller in cash (such amount or any greater amount per Share paid at closing pursuant to the Offer (as defined below), the “Closing Consideration”), plus (2) the contractual right to receive up to an additional $4.55 per Share in contingent cash payments if specified regulatory and commercial milestones are achieved within agreed upon time periods (the rights to such amount or to any greater contingent cash payments per Share that are offered pursuant to the Offer, the “Contingent Payment Rights”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated January 27, 2009 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements to the Offer to Purchase and the Letter of Transmittal, collectively constitute the “Offer”). The Closing Consideration and any amounts paid with respect to the Contingent Payment Rights will be subject to any required withholding of taxes, and no interest will be paid thereon. The Closing Consideration, together with the Contingent Payment Rights, constitute the “Offer Price”. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated in this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of January 12, 2009, among MDCO, the Offeror and Targanta (the “Merger Agreement”), a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference.

 

 

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated in this Schedule TO by reference.

 

 

(a) The subject company and issuer of the securities subject to the Offer is Targanta Therapeutics Corporation, a Delaware corporation. Its principal executive office is located at 222 Third Street, Suite 2300, Cambridge, Massachusetts 02142 and its telephone number is (617) 577-9020.

 

(b) This Schedule TO relates to the Offer by the Offeror to purchase all outstanding Shares for the Offer Price upon the terms and subject to the conditions set forth in the Offer to Purchase. As represented by Targanta in the Merger Agreement, as of January 9, 2009, there were 20,991,316 Shares issued and outstanding. The information set forth in the introduction to the Offer to Purchase (the “Introduction”) is incorporated in this Schedule TO by reference.

 

(c) The information concerning the principal market in which the Shares are traded and certain high and low sales prices for the Shares in that principal market is set forth in the section of the Offer to Purchase entitled “Price Range of the Shares; Dividends” and is incorporated in this Schedule TO by reference.

 

 

(a), (b), (c) The information set forth in the section of the Offer to Purchase entitled “Information Concerning MDCO and Offeror” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

 

 

(a)(1)(i)-(viii), (x), (xii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Terms of the Offer,” “Acceptance for Payment and Payment for Shares,” “Procedures for Accepting the Offer and Tendering Shares,” “Withdrawal Rights,” “Material U.S. Federal Income Tax Consequences,” “Possible Effects of the Offer on the Market for the Shares Following the Acceptance Time;

Nasdaq Listing; Exchange Act Registration; Margin Regulations” and “Conditions of the Offer” is incorporated in this Schedule TO by reference.

 

(a)(1)(ix), (xi) Not applicable.

 

(a)(2)(i)-(v) and (vii) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Material U.S. Federal Income Tax Consequences,” “Background of the Offer and the Merger; Past Contacts or Negotiations Between MDCO and Targanta” and “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta” is incorporated in this Schedule TO by reference.

 

(a)(2)(vi) Not applicable.

 

 

(a), (b) The information set forth in the sections of the Offer to Purchase entitled “Information Concerning MDCO and Offeror,” “Background of the Offer and the Merger; Past Contacts or Negotiations Between MDCO and Targanta” and “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

 

 

(a), (c)(1), (c)(3-7) The information set forth in the Introduction and in the sections of the Offer to Purchase entitled “Background of the Offer and the Merger; Past Contacts or Negotiations Between MDCO and Targanta,” “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta,” “Dividends and Distributions” and “Possible Effects of the Offer on the Market for the Shares Following the Acceptance Time; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated in this Schedule TO by reference.

 

(c)(2) None.

 

 

(a), (b) The information set forth in the section of the Offer to Purchase entitled “Source and Amount of Funds” is incorporated in this Schedule TO by reference.

 

(d) Not applicable.

 

 

(a), (b) The information set forth in the Introduction, in the sections of the Offer to Purchase entitled “Information Concerning MDCO and Offeror,” “Background of the Offer and the Merger; Past Contacts or Negotiations Between MDCO and Targanta” and “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta” and in Schedule I to the Offer to Purchase is incorporated in this Schedule TO by reference.

 

 

(a) The information set forth in the Introduction and in the section of the Offer to Purchase entitled “Fees and Expenses” is incorporated in this Schedule TO by reference.

 

 

(a), (b) Not applicable.

 

 

(a)(1) The information set forth in the sections of the Offer to Purchase entitled “Information Concerning MDCO and Offeror,” “Background of the Offer and the Merger; Past Contacts or Negotiations Between MDCO and Targanta” and “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta” is incorporated in this Schedule TO by reference.

 

(a)(2), (a)(3) The information set forth in the sections of the Offer to Purchase entitled “Purpose of the Offer and the Merger; The Merger Agreement; Statutory Requirements; Appraisal Rights; The CPR Agreement and Contingent Payment Rights; Stockholder Agreements; ‘Going Private’ Transactions; Plans for Targanta,” “Conditions of the Offer” and “Legal Matters; Required Regulatory Approvals” is incorporated in this Schedule TO by reference.

 

(a)(4) The information set forth in the section of the Offer to Purchase entitled “Possible Effects of the Offer on the Market for the Shares Following the Acceptance Time; Nasdaq Listing; Exchange Act Registration; Margin Regulations” is incorporated in this Schedule TO by reference.

 

(a)(5) The information set forth in the section of the Offer to Purchase entitled “Legal Matters; Required Regulatory Approvals” is incorporated in this Schedule TO by reference.

 

(b) The information set forth in the Offer to Purchase and the Letter of Transmittal, to the extent not otherwise incorporated in this Schedule TO by reference, is incorporated in this Schedule TO by reference.

 

 

 

 

Not applicable.

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 27, 2009

 

THE MEDICINES COMPANY

 

Name:   Glenn P. Sblendorio

 

BOXFORD SUBSIDIARY CORPORATION

 

Name:   Glenn P. Sblendorio

 

EXHIBIT INDEX