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
¨
Filed by a
Party other than the Registrant
x
Check the
appropriate box:
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
x
|
Soliciting Material Pursuant to §240.14a-12
|
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):
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
1)
|
Title of each class of securities to which transaction applies:
|
|
2)
|
Aggregate number of securities to which transaction applies:
|
|
3)
|
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):
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
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:
|
|
1)
|
Amount Previously Paid:
|
|
2)
|
Form, Schedule or Registration Statement No:
|
On March 16, 2010, Astellas Pharma Inc. issued the
following press release:
Astellas Announces Full Slate of Independent Director Nominees for Election at OSI
Pharmaceuticals 2010 Annual Stockholders Meeting
Tokyo, Japan
March 16, 2010 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 OSIs 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 OSIs 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 OSIs 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 firms 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
Media
Contacts
Brunswick New York
+1
212 333 3810
Stan Neve
Sarah Lubman
Brunswick Hong Kong
+852 9850 5033
Joseph Lo
Information Agent
Georgeson
+ 1 212 440 9872
Thomas Gardiner
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 OSIs 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 SECs 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 OSIs 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 OSIs 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.
Osi Pharmaceuticals (NASDAQ:OSIP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Osi Pharmaceuticals (NASDAQ:OSIP)
Historical Stock Chart
From Aug 2023 to Aug 2024