UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the
Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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OSI Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its
Charter)
Astellas Pharma Inc., Astellas US Holding, Inc., Ruby Acquisition, Inc.
(Names of Persons Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing:
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Amount Previously Paid:
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Form, Schedule or Registration Statement No:
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Website Copy
This website 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. No tender offer for
the shares of OSI common stock has commenced at this time. The tender offer (the “Tender Offer”) will be made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related
tender offer materials) to be filed by Astellas Pharma Inc
.,
Astellas U.S. 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.
As a consequence of legal restrictions, the release, publication or distribution of information contained on this website in certain jurisdictions or to
certain persons may be restricted or unlawful. All persons resident or located outside the United States who wish to view this website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them
from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of this website or parts thereof
illegal, whether or not subject to making certain notifications or taking other action, you should not view this website. It is not intended that the materials on this website be accessible by persons resident or located in any jurisdiction where to
do so would constitute a violation of the relevant laws and/or regulations of such jurisdiction.
In connection with Astellas’ proposal
to acquire OSI, Astellas may file a proxy statement with the SEC.
Investors and security holders of OSI are urged to read these and other documents filed with the SEC carefully in their entirety when they become available because they will
contain important information about the proposed transaction.
Stockholders of OSI and other interested parties may obtain, free of charge, copies of the proxy statement (if and 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 (if and 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, as well as other persons, may be deemed to be participants in the
solicitation of proxies in connection with the proposed transaction. Information regarding the directors and executive officers will be available in the Schedule 14A to be filed today 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 transaction.
Statement on Cautionary Factors
Any statements made in this website 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.
The passage of time and/or the occurrence of subsequent events can render the materials on this
website inaccurate or incomplete and, consequently, viewers of this website should consider the dates of issuance of all materials on this website. 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.
THE DOCUMENTS MAY NOT BE DOWNLOADED EITHER IN WHOLE OR IN PART
BY ANY PERSON IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
Electronic
versions of these materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, you may only access this website if you are
able to provide the below confirmations. If you are resident or located in any jurisdiction into which distribution of these materials would constitute a violation of the relevant laws of such jurisdiction, you must click on the relevant box below
in order to exit this website.
Confirmation of understanding and acceptance
In order to view the materials on this website, by clicking on the “CONFIRM” box below, you are making the following confirmations:
(i) I am a resident of or located in the United States or another jurisdiction into which the distribution of the materials on this website does not
constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a jurisdiction that renders the accessing of this website or parts thereof illegal; and
(ii) I will not copy, forward, transfer or distribute these materials to any person who is resident or located in a jurisdiction that renders the accessing
of this website or parts thereof illegal.
If you are not able to give these confirmations (as applicable), you should click on
“DECLINE” below.
HOMEPAGE
Overview of Astellas Pharma Inc.
Astellas Pharma Inc. is a global pharmaceutical company headquartered in Tokyo dedicated to
improving the health of people around the world through the provision of innovative and reliable pharmaceutical products. Astellas has approximately 14,200 employees worldwide in more than 40 countries across Asia, Europe and the Americas.
Globally, Astellas is focused on five key therapeutic R&D categories: urology, immunology & infectious diseases, oncology,
neuroscience, DM complications & metabolic diseases. The company is dedicated to becoming a global category leader in these areas by combining outstanding R&D and marketing capabilities and continuing to grow in the world pharmaceutical
market. We market a number of leading drugs across these areas, including Vesicare, Harnal and Prograf. We are always striving to find solutions for unmet medical needs.
Astellas Pharma US, Inc., is our U.S.-based affiliate located in Deerfield, Illinois. Our U.S. business currently focuses on cardiology, dermatology, immunology, infectious disease, neuroscience and
urology. It also has a strong commitment to discovering and developing innovative therapies in the area of oncology. California-based Agensys, Inc, a wholly-owned subsidiary of Astellas US Holding, Inc., is developing a pipeline of therapeutic fully
human monoclonal antibodies (MAbs) to treat solid tumor cancers. We acquired Agensys in November 2007; it is a leading biotechnology company in therapeutic antibody research and development in oncology. Agensys’ pipeline is focused on both
naked and antibody-drug conjugated therapeutic antibodies, directed at a variety of cancer indicators, including those for prostate, kidney, pancreas, ovarian, bladder, lung, colon, breast and skin.
Astellas has an unrelenting commitment to R&D as the value-creating core of its business and this drives forward our philosophy of improving the health
of people around the world every day.
Deal Website
A Message to OSI Pharmaceuticals’ Employees
As you are aware, Astellas has made an
offer to purchase all the outstanding shares of OSI Pharmaceuticals. After attempts over the past 13 months to engage OSI in meaningful discussions, Astellas has decided to take its offer directly to OSI’s stockholders.
Astellas has great respect for OSI and expects to integrate the strengths of OSI’s business and its employees into our operations, as we have in the
past with similar strategic acquisitions. We take pride in maintaining and fostering an environment for our employees to thrive and continue to find innovative solutions for unmet medical needs through a firm commitment to R&D.
We believe that our scale and financial strength will help OSI continue to realize the value of its current product pipeline, as well as continue the
necessary funding of its discovery engine. Adding Astellas’ strong business operations and experience in the development and sales of new products to OSI current business will enable the company to accelerate their development and ensure their
successful commercialization.
We look forward to building on your success and working with you to take OSI Pharmaceuticals to new heights.
Masafumi Nogimori
President and
CEO
Astellas Pharma Inc.
For more
information on what life is like at Astellas, please click [here -
http://www.astellas.us/careers/
].
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. No tender offer for the shares of OSI common stock has commenced at this time. The tender offer (the “Tender Offer”) will be made pursuant to a tender offer statement on
Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) to be 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, when available, 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, when available, 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 will be available in the Schedule 14A to be filed today 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 transaction.
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.
Our Commitment to Communities
Astellas Pharma Inc. is committed to innovation and developing leading therapeutic solutions. Core to our business philosophy is our Corporate Social Responsibility-based management program through which
we strive toward sustained enhancement of our enterprise value while remaining acutely aware of our social responsibilities. We take a broad view so that we are not only a successful business, but also a contributing member of society.
We have a strong history of significant contribution and participation in the communities where we operate. We have the highest respect for our
employees, patients, customers and stockholders, the medical and scientific community, and our local communities, which we seek to support in many ways.
Astellas also has a long track record of supporting a wide variety of organizations and initiatives. We support many worthwhile charities through corporate giving and employee volunteer time.
At Astellas we and our employees frequently support our local communities and pharmaceutical field through our work across numerous charities and
partnerships. In addition, Astellas has many structured initiatives, such as Science WoRx, a program developed to support science education in the community, and a partnership with the National Science Teachers Association through which we are
trying to elevate the importance of science in schools. These initiatives and others align with our ethos that science will enrich and improve people’s lives.
Giving back and building goodwill is an essential part of taking our business forward. Astellas expects to continue with these initiatives and implement new ideas and activities in order to continue its
role as a strong and engaged corporate citizen.
To learn more about Astellas’ social responsibility commitments please click [here -
http://www.astellas.us/social/
].
DEAL WEBSITE FAQ FOR EMPLOYEE PAGE
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Who is Astellas Pharma Inc.?
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Astellas is a leading pharmaceutical company headquartered in Tokyo and listed on the Tokyo and Osaka Stock Exchanges.
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Astellas was formed in April 2005 through the merger of Japan’s third and fifth largest pharmaceutical companies -Yamanouchi, founded in 1923, and
Fujisawa, founded in 1894. It has operations throughout the Americas, Europe and Asia.
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Astellas’ core goal is improving the health of people around the world through the provision of innovative and reliable pharmaceuticals products.
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Astellas is focused on five key therapeutic R&D categories in order to provide solutions for today’s unmet medical needs: urology,
immunology & infectious diseases, oncology, neuroscience, DM complications & metabolic diseases.
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Why is the combination of Astellas and OSI a good idea?
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Astellas’ scale and financial strength will allow the combined company to realize the value of OSI’s current product pipeline, as well as
continue the necessary funding of its discovery engine and commercialization efforts.
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What is a tender offer?
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A tender offer is a solicitation to purchase some or all of the stockholders’ shares in a corporation.
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The proposed transaction would require shareholder support from OSI’s stockholders in the form of tendering their shares into an offer.
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When is the transaction going to happen? What are the next steps?
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We plan to officially commence our tender offer on March 2, 2010. Once this is filed, according to SEC regulations, OSI has 10 business days to
respond to our tender offer.
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There are a number of steps in this process and we expect it will be a number of months before we complete this transaction.
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Why have you launched a tender offer? Why not approach OSI’s management?
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Astellas has made numerous attempts to engage in substantive discussions to acquire OSI. Astellas first raised its interest in acquiring OSI in January
2009 and this offer follows our attempts over the past 13 months to engage OSI’s management in meaningful discussions.
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We are disappointed that we have not been able to reach a negotiated transaction. As we believe we have exhausted all other options, we are taking the
offer directly to OSI’s stockholders now.
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How will this affect OSI’s operations and the day to day working of the business? Will OSI become a division of Astellas?
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While it is too early to discuss specifics we are committed to making this integration a success.
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We are very excited about the potential of this transaction and we fully expect to integrate the strengths of OSI’s business and employees into
our company as we have in the past with similar strategic acquisitions.
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Do you think a difference in cultures between the two companies would be an obstacle to either completing or integrating this transaction?
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Not at all. Astellas is a global company with operations in over 40 countries and we have significant expertise and experience in successfully
completing and integrating acquisitions.
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What oncology operations does Astellas already have in the U.S.?
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In 2007, Astellas acquired Agensys. California-based Agensys is developing a pipeline of therapeutic fully human monoclonal antibodies (MAbs) to treat
solid tumor cancers.
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How will OSI’s foundation and other community efforts be affected?
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While it is too early to discuss the specifics, Astellas’ business philosophy is rooted in corporate social responsibility, and the company
encourages employees to contribute their skills, knowledge and time within local communities.
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Examples include our program Science WoRx which is committed to supporting science education and our StarGiving program through which we give employees
volunteer time off and match their charitable contributions.
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Giving back and generating goodwill is an essential part of taking any business forward and the combined company will continue with existing
initiatives and implement new ideas and activities in order to be a strong and engaged corporate citizen.
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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. No tender offer for the shares of OSI common stock has commenced at this time. The tender offer (the “Tender Offer”) will be made pursuant to a tender
offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) to be 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, when available, 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, when available, 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 will be available in the Schedule 14A to be filed today 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 transaction.
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.
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Companies
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Ticker
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TSE: 4503
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NASDAQ: OSIP
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COMPANY OVERVIEW
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• Astellas Pharma Inc. (API) is a global
pharmaceutical company operating in over 40 countries, headquartered in Tokyo and listed on the Tokyo and Osaka Stock Exchanges.
• Astellas was formed in April 2005 through the merger of Japan’s
third and fifth largest pharmaceutical companies - Yamanouchi, founded in 1923, and Fujisawa, founded in 1894. It has operations throughout the Americas, Europe and Asia.
• Astellas’ core goal is improving the health of people around the world through the provision of innovative and reliable pharmaceuticals products.
• Astellas is focused on five key therapeutic R&D categories in order to provide solutions for today’s unmet medical needs, these are: urology, immunology & infectious diseases,
oncology, neuroscience, DM complications & metabolic diseases.
www.astellas.com
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• OSI is a biotechnology company primarily
focused on the discovery, development and commercialization of molecular targeted therapies addressing unmet medical needs in oncology, diabetes and obesity.
• Headquartered in Long Island, New York, with facilities in Colorado,
New Jersey and the UK.
• OSI’s primary focus is oncology and its flagship product is Tarceva, an HER 1/EGFR inhibitor marketed for treatment of 2nd and 3rd line non-small cell lung cancer and pancreatic cancer.
www.osip.com
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Employees
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14,261 (as of March 2009 – latest annual report figures)
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512 full-time and 23 part-time employees worldwide (as of December 31, 2009)
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Financial Highlights
($ millions)
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(
Last 12 Months through 12/31/09
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Revenue: $11 billion (global net sales)
R&D: $2.1 billion
EBITDA: $2.9 billion
Net Income: $1.5
billion
Converted at ¥88.94 to $1
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(
FY09 ended 12/31/09
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Revenue: $428 million
R&D: $152 million
EBITDA: $163 million
Net Income: $76 million
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Strategic Rationale
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• Supports Astellas’ stated
growth strategy of becoming a Global Category Leader in oncology – a high-priority therapeutic area for Astellas.
• Provides Astellas with an expanded product portfolio and pipeline,
with an established oncology business in the U.S. that Astellas can grow globally.
• Enhances Astellas’ strong track record in developing, launching
and commercializing innovative and reliable medications for patients with unmet medical needs.
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Commitment to the U.S.
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• Astellas has great respect for
OSI and expects to integrate the strengths of OSI’s business and employees into its operations as it has with past similar strategic acquisitions.
• Astellas has a proven track record of successfully integrating
strategic businesses as it did in its integration of California based biotech company Agensys which it acquired in 2007.
• Astellas established its U.S. headquarters in Deerfield, Illinois,
in April 2005 with the merger of Yamanouchi & Fujisawa. Fujisawa first set up its business in the U.S. in 1977.
• In 2009, Astellas generated $1.9 billion in North American Product
Sales.
• Astellas is an active participant in the community and its sector through charitable giving and Science WoRx, its commitment to supporting science education, among others.
• Through its foundation, Astellas looks to support educational and scientific activities in the same therapeutic areas in which Astellas specializes.
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Transaction Terms
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Tender Offer
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• US$52 per share in cash, or an aggregate of
US $3.5 billion on a fully diluted basis.
• The all-cash offer represents a significant premium of over 40% on the closing price of OSI’s common stock of $37.02 per share on February 26, 2010.
• A 53% premium to its three-month average of $34.01 per share.
• A 31% premium to its 52-week high of $39.66 per share.
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Key Conditions
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• The offer will be subject to customary
conditions, including that a majority of OSI’s shares of common stock, on a fully diluted basis, are tendered into Astellas’ offer, and that OSI’s Board takes all actions to make its stockholder rights plan and section 203 of the
Delaware Corporate Law inapplicable to Astellas’ offer.
• Offer is not subject to any financing or due diligence conditions.
• Astellas does not anticipate any regulatory hurdles to completion.
• Astellas has cash or cash equivalents on hand to complete the transaction.
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Financing
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• The proposal is a fully financed, all-cash
transaction.
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Contact Details
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Media Contacts
Brunswick New York
+1 212 333 3810
Stan Neve / Sarah Lubman
Brunswick Hong Kong
+852 9850 5033
Joseph Lo
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Information Agent
Georgeson Inc.
Toll-free #: 800-213-0473
Thomas Gardiner, Managing Director
+ 1 212-440-9872
|
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. No tender offer for the shares of OSI common stock has commenced
at this time. The tender offer (the “Tender Offer”) will be made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) to be 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, when
available, 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, when available, 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 will be available in the Schedule 14A to be filed today 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 transaction.
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.
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