Astellas Pharma Inc. to Acquire OSI Pharmaceuticals, Inc.
Companies enter into definitive merger agreement to combine to create a world-class oncology platform OSI Stockholders to receive $57.50 per share in cash
TOKYO and MELVILLE, N.Y. May 16 /PRNewswire-FirstCall/ --
Astellas Pharma Inc. , a global pharmaceutical company, and OSI
Pharmaceuticals, Inc. (NASDAQ:OSIP) , a biotechnology company
primarily focused on the discovery, development and
commercialization of molecular targeted therapies addressing
medical needs in oncology, diabetes and obesity, today announced
that they have entered into a definitive merger agreement under
which Astellas will acquire OSI.
Under the terms of the merger agreement, Astellas will increase
its offer price to $57.50 per share, which represents a premium of
55% to the closing price for OSI's shares of $37.02 on February 26,
2010, the last trading day before the announcement by Astellas of
its tender offer. The boards of directors of both companies have
unanimously approved the combination. The all-cash transaction is
valued at $4.0 billion on a fully diluted basis.
The combined company creates a world-class oncology platform
supporting Astellas' stated growth strategy of becoming a Global
Category Leader in Oncology, a high-priority therapeutic area for
Astellas. OSI commercializes Tarceva® (erlotinib), a leading
cancer medication. OSI's total annual revenues for 2009, as
reported in its Form 10-K for the year ended December 31, 2009,
were $428 million and operating income was $153 million.
Masafumi Nogimori, President and Chief Executive Officer of
Astellas, said, "The merger with OSI provides Astellas with a
top-tier oncology platform in the U.S. and an expanded product
portfolio and pipelines. In addition to Tarceva®, we are
pleased to add its oncology infrastructure, discovery platform,
expanded pipelines and talent base to our existing businesses. We
look forward to working together with our OSI colleagues to grow
the combined business and realize our shared goal of improving the
health of the people around the world every day."
Colin Goddard, Ph.D., Chief Executive Officer of OSI
Pharmaceuticals, said, "We believe today's announcement recognizes
the significant value we have built for our stockholders while
providing the merged companies the opportunity to forge a stronger
collective path forward in a shared mission to provide innovative
new medicines to patients around the world."
Financial Details and Closing Conditions This is an all-cash transaction with no financing conditions to close.
The transaction is subject to other customary closing
conditions, including the tender of a majority of OSI's shares of
common stock on a fully diluted basis. The HSR waiting period
applicable to the acquisition of OSI by Astellas expired on March
19, 2010.
Astellas' all-cash tender offer for $57.50 per share for all of
the currently outstanding shares of common stock (including the
associated stock purchase rights) of OSI Pharmaceuticals, Inc. will
expire no later than 10 business days after the amendment to the
Schedule TO is filed (which is expected to be filed on or before
May 21st), unless extended. As of 4:00 p.m. New York City time on
Friday, May 14, 2010, 299,214 shares of OSI had been tendered in
and not withdrawn from the tender offer.
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
Centerview Partners LLC is acting as lead financial advisor to OSI.
Lazard also was retained as a financial advisor to OSI. Skadden,
Arps, Slate, Meagher & Flom LLP & Affiliates is acting as
legal counsel.
Additional Information
Details related to this announcement 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.
About OSI Pharmaceuticals
OSI Pharmaceuticals, Inc. 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. For additional information about OSI,
please visit http://www.osip.com/.
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 US, Inc.; OSI Pharmaceuticals, Inc.
CONTACT: Media, U.S., Stan Neve or Sarah Lubman of
Brunswick,
+1-212-333-3810; or Japan, Dan Underwood or John Sunley of Ashton
Consulting,
+81 (03) 5425 7220, or Information Agent, Thomas Gardiner of
Georgeson Inc.,
+1-212-440-9872, all for Astellas; or Kathy Galante, Senior
Director,
investors/media of OSI Pharmaceuticals Inc., +1-631-962-2043; or
Mark Harnett
or Amy Bilbija of MacKenzie Partners, Inc., +1-212-929-5500, for
OSI
Pharmaceuticals Inc., or Media, Joele Frank, Andy Brimmer or Eric
Brielmann,
+1-212-355-4449, all of Joele Frank, Wilkinson Brimmer Katcher, for
OSI
Pharmaceuticals Inc.
Web Site: http://www.us.astellas.com/
http://www.osip.com/
Posted: May 2010
