OSI Pharmaceuticals Announces Details of Redemption of 3.25% Convertible Senior Subordinated Notes
22 March 2010 - 11:00PM
Business Wire
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) will fully redeem on
April 21, 2010 all of its remaining outstanding 3.25% Convertible
Senior Subordinated Notes due 2023 (the “Notes”) pursuant to the
terms of the indenture under which the Notes were issued in
September 2003. The aggregate principal amount currently
outstanding of the Notes is $60,467,000. The CUSIP number for these
Notes is 671040 AD 5.
In accordance with the terms of the indenture, the Notes will be
redeemed at 5:00 p.m. (New York City time) on April 21, 2010, at a
redemption price of $1,000 per $1,000 principal amount of Notes,
plus accrued and unpaid interest to, but excluding, April 21, 2010,
after which interest will cease to accrue.
At any time prior to 5:00 p.m. (New York City time) on April 21,
2010, in accordance with the terms of the indenture, holders may
convert their Notes into shares of OSI Pharmaceuticals common stock
at a price of $50.02 per share, or 19.9925 shares of OSI
Pharmaceuticals common stock per $1,000 principal amount of the
Notes. Also in accordance with the terms of the indenture, a
converting holder of Notes will not be entitled to receive any
accrued and unpaid interest, if any, on any Notes being converted,
and no adjustments in respect of payments of interest, if any, on
Notes surrendered for conversion or any dividends or distributions
on OSI Pharmaceuticals common stock issued upon conversion will be
made upon conversion of the Notes. Cash will be paid in lieu of
fractional shares. Any Notes not so converted will be automatically
redeemed on April 21, 2010.
The Bank of New York Mellon, the trustee for the Notes under the
indenture, is mailing a Notice of Redemption to all registered
holders of the Notes today. Copies of such Notice of Redemption and
additional information relating to the procedure for redemption
and/or conversion of the Notes may be obtained from The Bank of New
York Mellon by calling 1-800-438-5473.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these Notes and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About OSI
Pharmaceuticals
OSI Pharmaceuticals is committed to “shaping medicine and
changing lives” by discovering, developing and commercializing
high-quality, novel and differentiated targeted medicines designed
to extend life and improve the quality of life for patients with
cancer and diabetes/obesity.
Forward-looking
statements
This news release contains forward-looking statements. These
statements are subject to known and unknown risks and uncertainties
that may cause actual future experience and results to differ
materially from the statements made. Various factors may cause
differences between current expectations and actual results,
including risks and uncertainties associated with Astellas’ tender
offer. Other Factors that might cause such a difference include,
among others, OSI’s and its collaborators’ abilities to effectively
market and sell Tarceva and to expand the approved indications for
Tarceva, OSI’s ability to protect its intellectual property rights,
safety concerns regarding Tarceva, competition to Tarceva and OSI’s
drug candidates from other biotechnology and pharmaceutical
companies, the completion of clinical trials, the effects of FDA
and other governmental regulation, including pricing controls,
OSI’s ability to successfully develop and commercialize drug
candidates, and other factors described in OSI’s filings with the
SEC.
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