Astellas Responds to OSI Pharmaceuticals' Rejection
Astellas' All-Cash Offer Provides Immediate, Full Value to OSI Stockholders
TOKYO, March 15 /PRNewswire/ -- Astellas Pharma Inc. today
released the following statement in response to OSI
Pharmaceuticals' (NASDAQ: OSIP) rejection of Astellas' tender
offer for $52.00 per share.
Astellas is pleased that OSI's board of directors has finally
instructed its management to explore a transaction for the Company.
However, Astellas continues to firmly believe in its proposed
transaction and the opportunity it provides for OSI's stockholders
to realize full and fair value, in cash, immediately. Astellas'
offer is not subject to any financing conditions or due diligence
and only contains customary conditions to close.
Unfortunately, today's action by OSI's board continues to delay
the opportunity for OSI's stockholders to consider Astellas' offer.
Astellas continues to have no alternative at this time but to
proceed with its offer directly to OSI's stockholders. To ensure
that OSI's stockholders have a voice in the outcome, Astellas will
also nominate a full slate of directors for OSI's upcoming
shareholder meeting. We believe that the slate, if elected and
subject to its fiduciary duties, will fully and fairly consider
Astellas' offer for $52.00 per share in cash represents a
significant premium of 40% to OSI's unaffected closing stock price
of $37.02 per share on February 26, 2010, the last trading day
before Astellas made its offer public. The offer represents a 53%
premium to OSI's three-month average of $34.01 per share and a 31%
premium to its 52-week high of $39.66 per share as of the same
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
All details related to this proposal can be found on
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 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
TO that was filed March 2, 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
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.
Source: Astellas Pharma Inc.
CONTACT: Stan Neve, or Sarah Lubman, both of Brunswick New
+1-212-333-3810, or Joseph Lo of Brunswick Hong Kong, +852 9850 5033; or
Information Agent, Georgeson Inc., Thomas Gardiner, +1-212-440-9872, all for
Astellas Pharma Inc.
Web Site: http://www.astellas.com/en
Posted: March 2010