TOKYO, March 16 /PRNewswire/ -- Astellas Pharma Inc. today notified OSI Pharmaceuticals Inc. that it will nominate a full and competing slate of independent directors at OSI Pharmaceuticals’ 2010 annual stockholders’ meeting.
On March 2, 2010, Astellas commenced a tender offer to acquire all of the outstanding shares of OSI for $52.00 per share in cash. This price represents a significant premium of over 40% to OSI’s unaffected closing price of $37.02 per share on February 26, 2010 and a 53% premium to its three-month average as of the same date of $34.01. The tender offer is not subject to any financing conditions or due diligence and only contains customary conditions to close.
Nominees
Martin Edelshain served as an executive for Gen-Probe Inc., a molecular diagnostics company, and its former parent, Chugai Pharmaceutical Co., Ltd, from 1995 to 2008. Mr. Edelshain was instrumental in forming the 2002 strategic alliance between Chugai Pharma and Roche.
Michael A. Griffith was the founder and CEO of Aptuit Inc., a leading global pharmaceutical contract research, development and manufacturing company until 2008. In 2002, he was appointed Chairman of the Executive Committee of Centrue Financial Corporation.
Jack Kaye has served as an independent director for Keryx Biopharmaceuticals Inc., Tongli Pharmaceuticals (USA), Inc. and Balboa Biosciences, Inc. From 1978 until May 2006, Mr. Kaye was a partner at Deloitte & Touche LLP.
Timothy P. Lynch is a General Partner of Stonepine Capital, L.P., a partnership focused on investing in public, small-cap biotech and pharmaceutical companies. He serves on the strategic advisory board of the Cowen Healthcare Royalty Fund and on the boards of Allos Therapeutics, Inc., Insite Vision Inc., and Nabi Biopharmaceuticals and is the former Chief Financial Officer of Tercica, Inc.
Heidi L. Steiger is an Advisory Director at Berkshire Capital Securities LLC, an investment banking and strategic advisory boutique. From 2005 to the present, Ms. Steiger served as the Managing Partner at Topridge Associates LLC, a privately held consultant agency she founded. She also serves on the corporate board of Aviva USA and was a member of the Executive Management Committee at Neuberger Berman until 2004.
Citigroup is acting as exclusive financial advisor to Astellas and Morrison & Foerster LLP is acting as legal counsel.
About Astellas
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.
Astellas and certain of their directors and executive officers and the individuals to be nominated by Astellas for election to OSI’s board of directors may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding these directors and executive officers and other individuals 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.
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.
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.
Astellas Pharma Inc.
