Eisai Co., Ltd. will acquire MGI Pharma for approximately $3.9 billion in an all-cash transaction. The acquisition has been unanimously approved by MGI’s board; it is expected to occur by means of a tender offer followed by a cash merger, is subject to customary closing conditions and regulatory approvals, and is expected to be completed during the first quarter of 2008.

According to a press statement, Eisai “expects MGI’s marketed and pipeline products in oncology and acute care, as well as its R&D and commercial capabilities, including field sales specialists, together with Eisai’s existing oncology products, global infrastructure and R&D capabilities, will create a base for continued sales growth, pipeline enhancement and the opportunity for synergies.” The acquisition is also intended to boost Eisai’s presence in the U.S.

Mr. Haruo Naito, Eisai’s president and chief executive officer, said, “Strategically, we expect this transaction to allow Eisai to significantly strengthen its oncology business and increase the likelihood of achieving our current strategic plan targets and our future revenue and earnings growth.”

Eisai is currently in the midst of a “Dramatic Leap Plan” (DLP), its fifth midterm strategic plan. Under the DLP, which spans April 1, 2006 to March 31, 2012, Eisai has continued to achieve steady growth in all regions, including Japan, the U.S., Europe and Asia, with a special focus on integrative oncology. Eisai has strengthened its oncology R&D and marketing infrastructure in the U.S. through the October 2006 acquisition of four oncology products from Ligand Pharmaceuticals and the April 2007 acquisition of Morphotek, Inc. In addition, Eisai is building a new oncology facility for manufacturing and formulation R&D at its North Carolina site.

To facilitate the acquisition, Eisai has established a subsidiary, Jaguar Acquisition Corp., which is wholly-owned by Eisai Corp. of North America. Subsequent to the completion of the tender offer, Jaguar will be merged into MGI and the combined entity will then become a wholly-owned subsidiary of Eisai Corp. of North America.

The acquisition price represents a premium of approximately 38.7% to MGI’s closing share price of $29.55 on November 28, 2007. Eisai intends to finance the acquisition through existing internal financial resources, as well as bank loan financing, and has secured commitment for the debt required to consummate the transaction.