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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2008
Pharmion Corporation
(Exact name of Registrant as specified in its charter)
Delaware 000-50447 84-1521333
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2525 28th Street, Boulder, Colorado 80301
(Address of principal executive offices) (Zip Code)
720-564-9100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events.
On January 28, 2008, Pharmion Corporation announced that the Bundeskartellamt,
Germany's Federal Cartel Office in charge of reviewing the antitrust aspects of
mergers and acquisitions, has cleared Celgene Corporation's pending acquisition
of Pharmion. The press release is attached hereto as an exhibit and is
incorporated by reference herein.
Additional Information about the Transaction and Where to Find It
On November 18, 2007, Pharmion and Celgene announced the signing of a merger
agreement (the "Merger Agreement") that provides for the acquisition of Pharmion
by Celgene (the "Merger") (See the Report on Form 8-K filed by Pharmion on
November 19, 2007 and incorporated by reference herein).
This report shall not constitute an offer of any securities for sale. The
acquisition will be submitted to Pharmion's stockholders for their
consideration. In connection with the acquisition, Celgene and Pharmion intend
to file relevant materials with the SEC, including the registration statement,
the proxy statement/prospectus and other relevant documents concerning the
merger. Investors and stockholders of Celgene and Pharmion are urged to read the
registration statement, proxy statement/prospectus and other relevant documents
filed with the SEC when they become available, as well as any amendments or
supplements to the documents because they will contain important information
about Celgene, Pharmion and the merger. Stockholders of Celgene and Pharmion can
obtain more information about the proposed transaction by reviewing the Form 8-K
to be filed by Celgene and Pharmion in connection with the announcement of the
entry into the merger agreement, and any other relevant documents filed with the
SEC when they become available. The proxy statement/prospectus, the registration
statement and any other relevant materials (when they become available), and any
other documents filed by Celgene and Pharmion with the SEC, may be obtained free
of charge at the SEC's web site at www.sec.gov. In addition, investors and
stockholders may obtain free copies of the documents filed with the SEC by
directing a written request to: Celgene Corporation, 86 Morris Ave., Summit, New
Jersey 07901, Attention: Investor Relations, or Pharmion Corporation, 2525 28th
Street, Suite 200, Boulder, Colorado 80301, Attention: Investor Relations.
Investors and stockholders are urged to read the proxy statement/prospectus, the
registration statement and the other relevant materials when they become
available before making any voting or investment decision with respect to the
merger.
Participants in Solicitations
Pharmion and its directors, executive officers and other members of its
management and employees may be deemed to be participants in the solicitation of
proxies from stockholders of Pharmion in connection with the merger. Information
regarding Pharmion's directors and executive officers is available in Pharmion's
proxy statement on Schedule 14 A for its 2007 annual meeting of stockholders,
which was filed with the SEC on April 30, 2007. Additional information regarding
the interests of such potential participants will be included in the proxy
statement and the other relevant documents filed with the SEC when they become
available.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit 99.1 Press Release issued by Celgene Corporation and Pharmion
Corporation, dated January 28, 2008
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 28, 2008 PHARMION CORPORATION
By: /s/ Erle T. Mast
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Name: Erle T. Mast
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 99.1 Press Release issued by Celgene Corporation and Pharmion
Corporation, dated January 28, 2008