<PAGE>
 
                                                                      Exhibit 99

                               MGI PHARMA, INC.

CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

          The Private Securities Litigation Reform Act of 1995 provides a new
"safe harbor" for forward looking statements to encourage companies to provide
prospective information without fear of litigation so long as those statements
are identified as forward looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the statement. The Company desires to
take advantage of these new "safe harbor" provisions and is filing this Exhibit
99 in order to do so. Accordingly, the Company hereby identifies the following
important factors which could cause the Company's actual results to differ
materially from any such results which may be projected, forecast, estimated or
budgeted by the Company in forward looking statements made by the Company from
time to time in reports, proxy statements, registration statements and other
written communications, or in oral forward looking statements made from time to
time by the Company's officers and agents.

LACK OF PROFITABLE OPERATIONS

          The Company's revenues have not been sufficient to offset all the
expenses involved in operating a pharmaceutical company including research,
development and production. The Company had net losses of $4,612,000 for 1995
and $4,041,000 for the nine months ended September 30, 1996. At September 30,
1996 the Company had an accumulated deficit of $69,877,000. To the extent the
Company is unable to achieve profitability, its ability to continue its
operations will depend upon its ability to secure additional funds from other
sources. Revenue may display significant variations due to the impact of new
contract and licensing arrangements, the completion or termination of those
contracts and arrangements and the timing and amounts of milestone payments. The
Company's profitability will be dependent on its success in developing,
obtaining regulatory approvals for and effectively marketing its products. There
can be no assurance as to whether the Company will be able to achieve and
sustain profitability.

DEPENDENCE ON SALES OF SALAGEN TABLETS

          The Company derives substantially all of its product revenues from the
sale of Salagen(R) Tablets. For the nine month period ended September 30, 1996,
U.S. sales of Salagen Tablets were $4,034,000, representing 91% of total product
sales for the period. In 1995, annual U.S. sales of Salagen Tablets were
$3,693,000, representing 80% of 1995 product sales. Accordingly, any factor
adversely affecting Salagen Tablets sales could have a material adverse effect
on the Company's business, financial condition and results of operations.
Although Salagen Tablets was awarded orphan drug status by the U.S. Food and
Drug Administration (the "FDA") as a treatment of xerostomia induced by
radiation therapy, the seven years of market exclusivity
<PAGE>
 
provided by Orphan designation expires in March 2001. Moreover, the Company
anticipates that sales of its other product, DIDRONEL(R) I.V. Infusion, which
represented 8% and 20% of product sales for the first nine months of 1996 and
for 1995, respectively, will continue to decline in the future due to the
introduction of competitive products.

DEPENDENCE ON LICENSE AND ACQUISITION STRATEGY

          The Company has adopted a license and acquisition strategy to build
its product pipeline and expects to increase its sales over time through a
series of strategic acquisitions of new pharmaceutical product opportunities
which the Company can develop and market. The Company's strategy for growth is
dependent upon its continued ability to identify and acquire new pharmaceutical
products targeted at niche markets which can be promoted through the Company's
existing marketing and distribution channels. Because the Company does not
engage in proprietary research and development of new products, it must rely
upon the willingness of others to sell or license pharmaceutical product
opportunities to the Company. Other companies, including those with
substantially greater financial, marketing and sales resources, are competing
with the Company to acquire such products. There can be no assurance that the
Company will be able to acquire rights to additional products on acceptable
terms, if at all. The failure of the Company to acquire additional products or
to promote or market commercially successful products would have a material
adverse effect on the Company's future business, financial condition and results
of operations. Further, the marketing strategy, distribution channels and levels
and bases of competition with respect to newly acquired products may be
different than those of the Company's current products and there can be no
assurance that the Company will be able to compete favorably in those product
categories.

UNCERTAINTY OF STRATEGIC ALLIANCES

          The Company's strategy for the exploitation of foreign markets for its
products is to enter into strategic alliances with various multinational and
foreign pharmaceutical companies. The Company has entered into alliances with
various companies related to the marketing of Salagen Tablets and the
development of the acylfulvenes. Revenues from strategic alliances consist of
milestone payments and royalty payments. Licensing revenue from strategic
alliances was $7,718,094 for 1995 and $1,490,777 for the nine months ended
September 30, 1996, comprising 58% and 23%, respectively, of total revenues.
Future licensing revenues will likely fluctuate from quarter to quarter and year
to year depending on the achievement of milestones by the Company's partners,
the amount of royalty generating activities, and the timing of initiating
additional licensing relationships. Additionally, royalties are based on sales
in local currencies and, therefore, the U.S. Dollar value of such royalties will
fluctuate with currency exchange rates. Absent revenue from initiation of
additional licensing relationships, 1996 licensing revenue is expected to
decline from 1995 amounts, given the high level of initiation and milestone
payments realized in 1995. Although the Company believes that its partners in
these alliances have an economic motivation to perform their contractual
responsibilities, the amount and timing of resources to be devoted to these
activities are not within the control of the
<PAGE>
 
Company. Moreover, the terms of these alliances generally provide that they may
be terminated prior to their expiration under circumstances that may also be
outside the control of the Company. The early termination of one or more of
these strategic alliances could adversely affect the Company's business,
financial condition and results of operations. There can also be no assurance
that the Company will be able to negotiate additional strategic alliances on
acceptable terms or that such alliances will be successful.

UNCERTAINTY OF ACCESS TO CAPITAL

     The Company may need to raise additional funds to acquire or license
additional products, to fund operating losses until such time as the Company
achieves sustained profitability, to support the marketing and sales of
additional products and to obtain working capital which may be needed from time
to time. The Company may seek additional funding through public and private
financing, including equity financing. Adequate funds for these purposes,
whether through the financial markets or from other sources, may not be
available when needed or on terms acceptable to the Company. Insufficient funds
may cause the Company to delay, scale back, or abandon some or all of its
product acquisition and licensing programs or marketing.

DEPENDENCE ON SOLE SUPPLIER

     The Company relies on E. Merck Fine Chemicals Division as its sole supplier
of pilocarpine hydrochloride, the active ingredient necessary for the
manufacture of Salagen Tablets. The Company believes that E. Merck Fine
Chemicals Division accounts for a substantial majority of the worldwide supply
of Good Manufacturing Practices ("GMP") grade pilocarpine hydrochloride, and
that there is no other producer of pilocarpine hydrochloride which accounts for
a significant portion of the worldwide supply. The processing facility and raw
material requirements for the production of pilocarpine hydrochloride present
significant barriers to entry of new producers in this market. Although the
Company believes that it would be able to procure adequate supplies of
pilocarpine hydrochloride on a timely basis from an alternate source, the
Company has not identified any such alternate source and disruptions in supplies
would have a material adverse effect on the Company's business, financial
condition and results of operations.

RELIANCE ON THIRD PARTY MANUFACTURERS

     The Company does not have any manufacturing facilities and is currently
relying on two third party manufacturers for the production of Salagen Tablets.
The Company intends to continue to rely on others to manufacture its products,
including any products that it may acquire, and has no plans to establish any
manufacturing operations. The manufacture of the Company's products are subject
to GMP regulations prescribed by the FDA or other standards prescribed by the
appropriate regulatory agency in the country of use. There can be no assurance
that the Company's current manufacturers will comply with all applicable
regulatory standards, or that the Company would be able to identify an
alternative third party manufacturer on terms acceptable to the Company or on
any terms.
<PAGE>
 
INTENSE COMPETITION; UNCERTAINTY OF TECHNOLOGICAL CHANGE

     The manufacture and sale of pharmaceuticals is highly competitive. Many of
the Company's competitors are large well-known pharmaceutical companies which
have considerably greater financial, sales, marketing and technical resources
than those of the Company. Additionally, many of the Company's present and
potential competitors have research and development capabilities that may allow
such competitors to develop new or improved products that may compete with the
Company's products. The pharmaceutical industry is characterized by rapid
product development and technological change. The Company's pharmaceuticals
could be rendered obsolete or uneconomical by the development of new
pharmaceuticals to treat the conditions addressed by the Company's products, or
as the result of technological advances affecting the cost of production. There
can be no assurance that the Company will be able to compete effectively, that
additional competitors will not enter the market, or that competition will not
have a material adverse effect on the Company's business, financial condition
and results of operations.

PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY

     The Company's ability to compete effectively with other companies will
depend, in part, on its ability to maintain the proprietary nature of its
products. The Company was awarded orphan drug status for Salagen Tablets as a
treatment for xerostomia induced by radiation therapy. Orphan designation
provides seven years market exclusivity after product registration. The Company
holds an exclusive license on two broad-based patents covering MGI 114 and other
analogs in the Company's family of acylfulvenes, a new class of potential anti-
cancer compounds.

     There can be no assurance that the Company will be able to obtain patents
for any future products or that any current or future issued or licensed patents
or know-how will afford protection against competitors with similar technologies
or processes, or that any such patents will not be infringed upon or designed
around by others. In addition, there can be no assurance that others will not
independently develop proprietary technologies and processes which are the same
as or substantially equivalent to those of the Company. The Company could also
incur substantial costs in defending itself in suits brought against it based on
such patents or in bringing suits to protect such patents or patents licensed by
the Company against infringement. Additionally, the Company protects its
proprietary technology and processes in part by confidentiality agreements with
its collaborative partners, employees and consultants. There can be no assurance
that these agreements will not be breached, that the Company will have adequate
remedies for any breach, or that the Company's trade secrets will not otherwise
become known or independently discovered by competitors.

FLUCTUATIONS IN OPERATING RESULTS

     The Company's results of operations may vary from period to period due to a
variety of factors including continuing demand for the
<PAGE>
 
Company's products, the introduction of new products, the continued stream of
licensing and royalty revenues, expenditures incurred to acquire or license and
promote additional pharmaceuticals, interruptions in or availability of supply
by third-party manufacturers, the introduction of new products by the Company or
its competitors, changes in sales and marketing expenditures and general
economic and industry conditions which affect customer demand. Because the
Company's operating expenses are based on anticipated sales levels variations in
the timing of recognition of revenue could cause significant fluctuations from
period to period and may result in unanticipated earnings shortfalls or losses.
There can be no assurance that the Company will be successful in maintaining or
improving its profitability or avoiding losses in any future period.

GOVERNMENT REGULATION

     Government regulation in the United States and abroad is a significant
factor in the development, production, and marketing of the Company's products.
Prior to marketing, each of the Company's products must undergo an extensive
testing and regulatory approval process conducted by the FDA and by comparable
agencies in other countries. The testing and approval process can take several
years and require the expenditure of substantial resources, and there can be no
assurance that any product that the Company may develop will be approved by the
FDA or any foreign regulatory authority in a timely manner, if at all.
Generally, only a very small percentage of newly discovered pharmaceutical
compounds that enter preclinical development are approved for sale.

     The Company depends on external laboratories and medical institutions to
conduct its preclinical and clinical testing in compliance with clinical and
laboratory practices required by the FDA. The data obtained from preclinical and
clinical testing are subject to varying interpretations that could delay, limit
or prevent regulatory approval. In addition, delays or rejection may be
encountered based upon changes in FDA personnel or policy for drug approval
during the period of development and by changes in the requirements for
regulatory review of each submitted New Drug Application ("NDA"). Moreover, even
if the FDA approves the marketing application of a product, such approval may
entail commercially unacceptable limitations on the uses, or "indications," for
which a product may be marketed, and further studies may be required to provide
additional data on product safety or effectiveness. The FDA also requires post-
marketing adverse event surveillance programs to monitor the product's side
effects.

     An FDA approved product and its manufacturer are subject to continual
regulatory review and the later discovery of previously unknown problems with a
product or manufacturer may result in restrictions or sanctions on such product
or manufacturer, including the withdrawal of such product from the market. Most
changes in the manufacturing procedures used by the Company for any of the
Company's approved products and any change in manufacturer will require the
approval of the FDA prior to their implementation which could have an adverse
effect upon the Company's ability to continue the commercialization or sale of a
product.
<PAGE>

     In certain countries, the sales price of a product must also be approved
after marketing approval is granted. No assurance can be given that satisfactory
prices can be obtained in foreign markets even if marketing approval is granted
by foreign regulatory authorities.

UNCERTAINTIES RELATED TO PHARMACEUTICAL PRICING AND REIMBURSEMENT

     The profitability of the Company will depend in part on the availability of
adequate reimbursement for the Company's products from third-party payors, such
as government entities, private health insurers and managed care organizations.
Third-party payors are increasingly challenging the pricing of medical services
and products. Although the Company currently has no problem with third-party
reimbursement, there can be no assurance that reimbursement will be available in
the future for the Company's new or existing products, or that such third-party
reimbursement will be adequate. If adequate reimbursement levels are not
provided by government entities and other third-party payors for the Company's
products, the Company's business, financial condition and results of operations
would be materially adversely affected. Further, a number of legislative and
regulatory proposals aimed at changing the nation's health care system have been
proposed in recent years. While the Company cannot predict whether any such
proposals will be adopted, or the effect that any such proposal may have on its
business, such proposals, if enacted, could have a material adverse effect on
the Company's business, financial condition and results of operations.

POTENTIAL PRODUCT LIABILITY; LIMITED INSURANCE COVERAGE

     The Company faces an inherent risk of exposure to product liability claims
in the event that the use of its product is alleged to have resulted in adverse
effects. Such risk exists even with respect to those products that are
manufactured in regulated and licensed facilities or otherwise possess
regulatory approval for commercial sale. While the Company has taken, and
continues to take, what it believes are appropriate precautions, there can be no
assurance that it will avoid significant product liability exposure. The Company
currently has product liability insurance in the amount of $10 million per
occurrence and in the aggregate for the year. Although to date the Company has
not been the subject of any product liability claims, there can be no assurance
that such insurance will be sufficient to cover potential claims. Further, there
can be no assurance that adequate insurance coverage will be available in the
future on commercially reasonable terms, if at all, or that a product liability
claim would not materially adversely affect the Company's business, financial
condition and results of operations.

RISK OF PRODUCT RECALL

     Product recalls may be issued at the discretion of the Company, the FDA,
the U. S. Federal Trade Commission or other government agencies having
regulatory authority for product sales, and may occur due to disputed labeling
claims, manufacturing issues, quality defects or other reasons. Although none of
the Company's products have been the subject of a recall, no assurance can be
given that product recalls will not occur in the future. Any product recall
could
<PAGE>
 
materially adversely affect the Company's business, financial condition and
results of operations.

DEPENDENCE UPON CERTAIN KEY MANAGEMENT

     The future success of the Company is largely dependent upon the leadership
of Charles N. Blitzer, the Company's President and Chief Executive Officer.
Should Mr. Blitzer cease to be affiliated with the Company, the Company's
strategic direction and performance could be materially adversely affected. The
Company is also dependent upon a number of other key management personnel. The
loss of the services of one or more key employees, or the inability of the
Company to attract and retain skilled management and marketing and sales
personnel in the future, could have a material adverse effect on the Company's
business, financial condition and results of operations.

POSSIBLE VOLATILITY OF STOCK PRICE

     The market price of the Company's Common Stock, like that of the securities
of other small pharmaceutical companies, has fluctuated significantly in recent
years and is likely to fluctuate in the future. From time to time the market for
securities has also experienced significant price and volume fluctuations that
are unrelated to the operating performance of such companies. In addition,
announcements by the Company or others regarding commercial products, patents or
proprietary rights, the progress of clinical trials or government regulation,
public concern as to the safety of drugs, the issuance of securities analysts'
reports and general market conditions may each have a significant effect on the
market price of the Common Stock. Fluctuations in financial performance from
period to period also may have a significant impact on the market price of the
Common Stock.