TOKYO, June 3 /PRNewswire/ -- Astellas Pharma Inc. (TSE:
4503) announced today the completion of the initial tender offer
for all outstanding shares of common stock in OSI Pharmaceuticals,
Inc. (Nasdaq: OSIP).
The initial offer period expired at 12:00 midnight, New York City time, on June 2, 2010. Computershare Trust Company, N.A.,
the depositary for the tender offer, has advised that a total of
48,415,727 shares were validly tendered and not withdrawn prior to
the expiration of the initial offer period, representing
approximately 79% of OSI's issued and outstanding shares. All
shares validly tendered and not withdrawn have been accepted for
payment. 5,014,478 additional shares were tendered subject to
guaranteed delivery procedures prior to the expiration of the
initial offer period. The total number of shares validly
tendered, plus the shares tendered subject to guaranteed delivery
procedures, represents approximately 87% of OSI's issued and
outstanding shares.
Astellas also announced today that it would make available a
subsequent offer period commencing immediately and expiring at
12:00 midnight, New York City time
on June 7, 2010, unless extended.
During the subsequent offer period, any shares validly
tendered will be immediately accepted for payment, and tendering
stockholders will promptly thereafter be paid $57.50 per share in cash, less any withholding
taxes and without interest, which is the same amount per share that
was offered and paid to OSI stockholders who previously tendered
into the initial offer.
The procedures for tendering shares during the subsequent offer
period are the same as during the initial offer period, except that
shares tendered during the subsequent offer period may not be
tendered by the guaranteed delivery procedure and may not be
withdrawn.
Following the expiration of the subsequent offer period, if
Astellas owns at least 90% of the issued and outstanding shares of
OSI common stock, Astellas intends to complete the acquisition of
OSI through the short-form merger procedure under Delaware law, by which the companies can
complete the merger without a meeting of OSI's stockholders.
In the merger, each outstanding share of OSI common stock not
tendered and purchased in the initial offer period or the
subsequent offer period will be converted into the right to receive
the same consideration provided in the initial offer, except for
such shares for which appraisal rights have been validly asserted.
As a result of the merger, which Astellas expects to close as
soon as practicable, OSI's common stock will cease to be traded on
the Nasdaq Global Select Market.
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
Additional Information
Further details related to this proposal can be found on
www.oncologyleader.com
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 15,000 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 press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell OSI's common stock. The tender offer ("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) initially filed by Astellas Pharma
Inc. ("Astellas") with the Securities and Exchange Commission (the
"SEC") on March 2, 2010. These
materials, as they may be amended from time to time, contain
important information, including the terms and conditions of the
offer, that should be read carefully before any decision is made
with respect to the Tender Offer. Investors and shareholders can
obtain a free copy of these materials and other documents filed by
Astellas with the SEC at the website maintained by the SEC at
www.sec.gov. The Tender Offer materials may also be obtained for
free by contacting the information agent for the tender offer,
Georgeson Inc. at (212) 440-9800.
OSI Pharmaceuticals' ("OSI") stockholders should read the
company's solicitation/recommendation statement on schedule 14D-9,
which was initially filed with the SEC on March 15, 2010, and any amendments or supplements
thereto. The company's solicitation/recommendation statement will
set forth the reasons for the recommendation of the OSI's board and
related information. The solicitation/recommendation statement and
other public filings made from time to time by OSI with the SEC are
available without charge from the SEC's website at www.sec.gov, at
OSI's website at www.osip.com or from OSI's information agent, by
calling 800-322-2885 toll free or (212) 929-5500 or by emailing
osipharma@mackenziepartners.com.
Statement of Cautionary Factors
This document contains certain forward-looking statements. These
forward-looking statements may be identified by words such as
'believes', 'expects', 'anticipates', 'projects', 'intends',
'should', 'seeks', 'estimates', 'future' or similar expressions or
by discussion of, among other things, strategy, goals, plans or
intentions. Various factors may cause actual results to differ
materially in the future from those reflected in forward-looking
statements contained in this document, among others: (1) pricing
and product initiatives of competitors; (2) legislative and
regulatory developments and economic conditions; (3) delay or
inability in obtaining regulatory approvals or bringing products to
market; (4) fluctuations in currency exchange rates and general
financial market conditions; (5) uncertainties in the discovery,
development or marketing of new products or new uses of existing
products, including without limitation negative results of clinical
trials or research projects, unexpected side-effects of pipeline or
marketed products; (6) increased government pricing pressures; (7)
interruptions in production; (8) loss of or inability to obtain
adequate protection for intellectual property rights; (9)
litigation; (10) loss of key executives or other employees; and
(11) adverse publicity and news coverage. The statement regarding
earnings growth is not a profit forecast and should not be
interpreted to mean that Astellas' earnings or earnings per share
for any current or future period will necessarily match or exceed
the historical published earnings or earnings per share of
Astellas.
SOURCE Astellas Pharma Inc.