Millennium Pharmaceuticals Inc and Cor Therapeutics Inc have signed a definitive agreement for Millennium to acquire Cor in a stock-for-stock exchange valued at $2.0 billion. The combined company will be named Millennium Pharmaceuticals Inc, with worldwide headquarters in Cambridge, Massachusetts. This merger will create a leading biopharmaceutical company with multiple products on the market, nine candidate products in human clinical trials, four therapeutic franchise areas, a strong commercial operating presence, and more than 1,200 employees in research and development.

The two companies bring together complementary capabilities by uniting Cor's cardiovascular expertise, product pipeline, and commercial infrastructure for its market-leading anti-platelet cardiovascular product, Integrilin (eptifibatide) Injection, with Millennium's genomic-based research, drug discovery and development technology platform, business leadership in strategic alliances, and product pipeline in oncology, inflammation and metabolic disease. This merger serves as a key milestone in achieving Millennium's goal of creating a major biopharmaceutical company.

The merger agreement, which has been approved by the boards of directors of both companies, provides that Cor shareholders will receive 0.9873 shares of newly-issued Millennium common stock in exchange for each Cor share. Using Millennium's stock price at the close of business yesterday, this would result in an implied purchase price at such time of $35 per share of Cor stock, a 77% premium to yesterday's close, and a 64% premium to the trailing 30-day average close.

As a result of this transaction, Millennium expects to issue a total of approximately 58 million new shares to current Cor shareholders. The transaction is intended to be accounted for using the purchase method of accounting and will result in significant goodwill and in-process R&D charges. As of September 30, 2001, Cor had approximately $633 million in cash, cash equivalents and marketable securities. The transaction is subject to approval by Millennium and Cor shareholders and to Hart Scott Rodino clearance. The deal is expected to close in the first quarter of 2002.

Upon closing of the merger, Millennium expects to add four members of Cor's board of directors to its board of directors including: Vaughn Kailian, current president and CEO of Cor, who will serve as vice chairperson of the Millennium board; Shaun Coughlin, Professor of Medicine and Cellular and Molecular Pharmacology and Director, Cardiovascular Research Institute, University of California at San Francisco; Ernest Mario, former Chairman and CEO of Alza Corporation; and Ginger Graham, Group Chairman of Guidant Corporation. Mark Levin will continue as Millennium's chairperson and chief executive officer.

Millennium and Cor both view mergers, product and company acquisitions, alliances and collaborations as critical strategic components in the creation of a robust pipeline of products and commercial capabilities. Millennium has pursued a total of four mergers during the past four years with a successful track record of integration. Millennium intends to continue to engage in transforming relationships including in-licensing of novel products and acquisition of companies with complementary product pipelines and technology to build the infrastructure of a leading biopharmaceutical company.