OSI Pharmaceuticals Confirms Receipt of Unsolicited Proposal From Astellas Pharma
March 01 2010 - 10:53AM
Business Wire
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) today confirmed that it
has received an unsolicited proposal from Astellas Pharma Inc.
("Astellas") to acquire the Company for $52.00 per share.
OSI's Board of Directors will review the proposal with its
financial and legal advisors. OSI's stockholders are advised to
take no action at this time.
The Company noted that in February 2010, OSI received an oral
proposal from Astellas with a value of $52 per share and OSI's
Board of Directors, after consultation with its financial and legal
advisors, determined that it was not interested in undertaking a
sale of OSI at that price, since it believes Astellas’ proposal
very significantly undervalues the Company. In responding to the
February proposal, the Company offered to provide Astellas with
non-public information which is fundamental to its valuation of
OSI. The response to that letter was Astellas' unsolicited
proposal. The February 22nd letter from Colin Goddard, Chief
Executive Officer of OSI, to Astellas responding to Astellas' oral
proposal is set forth below:
Dear Nogimori-san:
I enjoyed meeting you on Friday, February 12th and appreciated
our frank and open discussions along with the opportunity to share
with you our strategic thinking and the broad range of initiatives
we have ongoing to enhance the value of our company for our
shareholders. Following our meeting, I briefed my Board of
Directors on our discussions, including the $52 per share price at
which you said Astellas would be interested in acquiring our
Company.
As I had suggested at our meeting, our Board is not interested
in undertaking a sale of OSI at that price, which we believe very
significantly undervalues our Company. However, I can confirm that
we are prepared to provide you with certain non-public information
regarding the Company, which is fundamental to our view of the
value of OSI Pharmaceuticals. Inasmuch as this information is
confidential, our willingness to make it available to your team is
subject to your execution of a Nondisclosure Agreement and we have
taken the liberty of attaching the form hereto.
We have handled our discussions in an appropriately confidential
manner and trust you will do the same.
Very truly yours,
Colin Goddard Chief Executive Officer
About OSI
Pharmaceuticals
OSI Pharmaceuticals 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.
This news release contains forward-looking statements. These
statements are subject to known and unknown risks and uncertainties
that may cause actual future experience and results to differ
materially from the statements made. Factors that might cause such
a difference include, among others, OSI's and its collaborators'
abilities to effectively market and sell Tarceva and to expand the
approved indications for Tarceva, OSI’s ability to protect its
intellectual property rights, safety concerns regarding Tarceva,
competition to Tarceva and OSI’s drug candidates from other
biotechnology and pharmaceutical companies, the completion of
clinical trials, the effects of FDA and other governmental
regulation, including pricing controls, OSI's ability to
successfully develop and commercialize drug candidates, and other
factors described in OSI Pharmaceuticals' filings with the
Securities and Exchange Commission.
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