Astellas Pharma Inc. Commences Tender Offer to Acquire All Outstanding Shares of OSI Pharmaceuticals for $52 per Share in Cash
03 March 2010 - 12:00AM
PR Newswire (US)
TOKYO, March 2 /PRNewswire-FirstCall/ -- Astellas Pharma Inc. , a
global pharmaceutical company, today announced that its indirect
subsidiary, Ruby Acquisition, Inc., has commenced a cash tender
offer for all outstanding shares of common stock of OSI
Pharmaceuticals for $52.00 per share in cash. The offer and
withdrawal rights are scheduled to expire at 12:00 midnight New
York City time on March 31, 2010, unless the offer is extended. The
Company also announced that Astellas US Holding, Inc., a wholly
owned subsidiary of Astellas Pharma Inc., filed a lawsuit in the
Delaware Court of Chancery against OSI and its directors seeking,
among other things, declaratory and injunctive relief enjoining OSI
and its directors from engaging in any action or inaction,
including applying OSI's "poison pill" rights plan, that has the
effect of improperly impeding, thwarting, frustrating or
interfering with the tender offer in a manner inconsistent with the
directors' fiduciary duties. The Astellas tender offer represents a
significant premium of over 40% to OSI's closing share price of
$37.02 on February 26, 2010, a 53% premium to its three-month
average of $34.01 per share and a 31% premium to its 52-week high
of $39.66 per share. The offer is not conditioned on financing. The
offer is conditioned on there being validly tendered and not
withdrawn at least a majority of the total number of OSI shares
outstanding on a fully diluted basis, OSI's Board of Directors
redeeming or invalidating its "poison pill" shareholder rights plan
and receipt of regulatory approvals and customary closing
conditions as described in the Offer to Purchase. The Offer to
Purchase, Letter of Transmittal and other offering documents will
be filed today with the U.S. Securities and Exchange Commission.
OSI's stockholders may obtain copies of all of the offering
documents free of charge at the SEC's website (http://www.sec.gov/)
or by directing a request to Georgeson Inc., the Information Agent
for the offer, at (212) 440-9800 or toll-free at 800-213-0473.
Additional information about the transaction, including the
offering documents, is also available at
http://www.oncologyleader.com/. The tender offer will expire at
12:00 midnight New York City time on March 31, 2010, unless
extended in the manner set forth in the Offer to Purchase.
Citigroup is acting as exclusive financial advisor to Astellas and
Morrison and Foerster LLP is acting as legal counsel. Media
Contacts Brunswick New York +1 212 333 3810 Stan Neve Sarah Lubman
Brunswick Hong Kong +852 9850 5033 Joseph Lo Information Agent
Georgeson Inc. Toll-free phone number: +1 800 213 0473 About
Astellas Astellas Pharma Inc., located in Tokyo, Japan, is a
pharmaceutical company dedicated to improving the health of people
around the world through the provision of innovative and reliable
pharmaceuticals. Astellas has approximately 14,200 employees
worldwide. The organization is committed to becoming a global
category leader in urology, immunology & infectious diseases,
neuroscience, DM complications & metabolic diseases and
oncology. For more information on Astellas Pharma Inc., please
visit our website at http://www.astellas.com/en. Important
Additional Information This communication is for informational
purposes only and does not constitute an offer to purchase or a
solicitation of an offer to sell OSI Pharmaceuticals ("OSI") common
stock. The tender offer (the "Tender Offer") is being made pursuant
to a tender offer statement on Schedule TO (including the Offer to
Purchase, Letter of Transmittal and other related tender offer
materials) filed by Astellas Pharma Inc., Astellas US Holding, Inc.
and Ruby Acquisition, Inc. (collectively, "Astellas") with the
Securities and Exchange Commission ("SEC"). These materials, as
they may be amended from time to time, contain important
information, including the terms and conditions of the Tender
Offer, that should be read carefully before any decision is made
with respect to the Tender Offer. Investors and security holders
may obtain a free copy of these materials and other documents filed
by Astellas with the SEC at the website maintained by the SEC at
http://www.sec.gov/. The Offer to Purchase, Letter of Transmittal
and other related Tender Offer materials may also be obtained for
free by contacting the information agent for the Tender Offer,
Georgeson Inc., at (212) 440-9800 for banks and brokers and at
(800) 213-0473 for persons other than banks and brokers. In
connection with Astellas' proposal to nominate directors at OSI's
annual meeting of stockholders, Astellas may file a proxy statement
with the SEC. Investors and security holders of OSI are urged to
read the proxy statement and other documents related to the
solicitation of proxies filed with the SEC carefully in their
entirety when they become available because they will contain
important information. Stockholders of OSI and other interested
parties may obtain, free of charge, copies of the proxy statement
(when available), and any other documents filed by Astellas with
the SEC in connection with the proxy solicitation, at the SEC's
website as described above. The proxy statement (when available)
and these other documents may also be obtained free of charge by
contacting Georgeson Inc. at the numbers listed above. Astellas and
certain of their directors and executive officers may be deemed to
be participants in the solicitation of proxies in connection with
the proposed transaction. Information regarding these directors and
executive officers is available in the Schedule 14A that was filed
March 1, 2010, and other documents filed by Astellas with the SEC
as described above. Further information will be available in any
proxy statement or other relevant materials filed with the SEC in
connection with the solicitation of proxies when they become
available. No assurance can be given that the proposed transaction
described herein will be consummated by Astellas, or completed on
the terms proposed or any particular schedule, that the proposed
transaction will not incur delays in obtaining the regulatory,
board or stockholder approvals required for such transaction, or
that Astellas will realize the anticipated benefits of the proposed
transaction. Statement on Cautionary Factors Any statements made in
this communication that are not statements of historical fact,
including statements about Astellas' beliefs and expectations and
statements about Astellas' proposed acquisition of OSI, are
forward-looking statements and should be evaluated as such.
Forward-looking statements include statements that may relate to
Astellas' plans, objectives, strategies, goals, future events,
future revenues or performance, and other information that is not
historical information. Factors that may materially affect such
forward-looking statements include: Astellas' ability to
successfully complete the tender offer for OSI's shares or realize
the anticipated benefits of the transaction; delays in obtaining
any approvals required for the transaction, or an inability to
obtain them on the terms proposed or on the anticipated schedule;
and the failure of any of the conditions to Astellas' tender offer
to be satisfied. Any information regarding OSI contained herein has
been taken from, or is based upon, publicly available information.
Although Astellas does not have any information that would indicate
that any information contained herein is inaccurate or incomplete,
Astellas has not had the opportunity to verify any such information
and does not undertake any responsibility for the accuracy or
completeness of such information. Astellas does not undertake, and
specifically disclaims, any obligation or responsibility to update
or amend any of the information above except as otherwise required
by law. DATASOURCE: Astellas Pharma US, Inc. CONTACT: Stan Neve or
Sarah Lubman of Brunswick New York,+1-212-333-3810, or Joseph Lo of
Brunswick Hong Kong, +852 9850 5033, orInformation Agent, Georgeson
Inc., 1-800-213-0473, all for Astellas Pharma US,Inc. Web Site:
http://www.us.astellas.com/
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