TOKYO, March 16 /PRNewswire/ -- Astellas Pharma Inc.
(TSE: 4503) today notified OSI Pharmaceuticals Inc. (Nasdaq: OSIP)
that it will nominate a full and competing slate of independent
directors at OSI Pharmaceuticals' 2010 annual stockholders'
meeting.
This highly-qualified slate of directors proposed by Astellas is
composed of Martin Edelshain,
Cono R. Fusco, Michael A. Griffith, Jill Kanin-Lovers,
Jack Kaye, Douglas E. Linton, Timothy P. Lynch, Jonathan R. Macey, Heidi
L. Steiger, and Joseph L.
Turner.
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.
Masafumi Nogimori, President and Chief Executive Officer of
Astellas, said, "We have taken this step to provide OSI's
stockholders with an alternative to the current Board, which
refuses to consider Astellas' compelling offer. All of our nominees
are highly-qualified with a proven track record, and, if elected,
we are confident that they will act independently and in the best
interest of OSI's stockholders to explore this opportunity to allow
stockholders to realize full and fair value, in cash."
Nominees
Astellas intends to nominate the following candidates for
election:
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.
Cono R. Fusco spent 34
years as a partner at Grant Thornton LLP, one of the top global
accounting firms. His career spanned virtually all aspects of the
firm's operations, including client service, office, regional and
national managing partner positions, National Leadership Team, and
Partnership Board member.
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.
Jill Kanin-Lovers has served on the Board of Alpharma
Inc., a specialty pharmaceutical firm, First Advantage, a leading
risk mitigation and business solutions provider and Heidrick &
Struggles International Inc.
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.
Douglas E. Linton has
served on the board of Bradley Pharmaceuticals and as vice
president of Cardinal Health Inc. He was an Executive Advisor at
Campbell Alliance Group, a management consultant that specializes
in pharmaceuticals and biotech until 2009.
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.
Jonathan R. Macey serves
as the Sam Harris Professor of Corporate Law, Corporate Finance and
Securities Law at Yale University and
is a Professor at the Yale School of Management. He is a member of
the National Adjudicatory Council of the Financial Industry
Regulatory Association ("FINRA") and until 2009 served as a
director on the board of WCI Communities, 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.
Joseph L. Turner currently
sits on the boards of QLT Inc, ApopLogic Pharmaceuticals, Inc.,
Kythera Biopharmaceuticals, Inc., Sequel Pharmaceuticals, Inc. and
Swarthmore College. He has served as
Chief Financial Officer of Myogen, Inc. and Centaur
Pharmaceuticals.
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
Additional Information
Further details related to this proposal can be found on
www.oncologyleader.com
About Astellas
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 expects to 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
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.
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.
SOURCE Astellas Pharma Inc.