TOKYO, March 15 /PRNewswire/ -- Astellas Pharma Inc. today released the following statement in response to OSI Pharmaceuticals' rejection of Astellas' tender offer for $52.00 per share.
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.
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 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.
Statement on Cautionary Factors
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.
CONTACT: Stan Neve, or Sarah Lubman, both of Brunswick New York,
+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/
