TOKYO, March 19 /PRNewswire/ -- Astellas Pharma Inc.
(TSE: 4503) today notified OSI Pharmaceuticals Inc. (Nasdaq: OSIP)
that John D. Gilly, Ph.D. and
Margaret T. Monaco will replace
Jack Kaye and Heidi L. Steiger on the slate of directors
Astellas plans to nominate for election to OSI Pharmaceutical's
board of directors at OSI's 2010 annual stockholders' meeting.
Astellas is committed to providing an independent voice for OSI
stockholders who want its board of directors to consider Astellas'
compelling $52 per share all-cash
offer for OSI.
Dr. Gilly currently serves as an Associate Director in the
Biopharmaceutical Development Program with SAIC-Frederick, Inc., at
NCI-Frederick, Inc., a federally funded research and development
center focused on oncology. Prior to joining SAIC-Frederick,
Inc., he served as a director and Chief Operating Officer of
Premier Research Group, plc, a U.K.-based publicly traded research
organization that provides clinical trial services to
biopharmaceutical and medical device companies, from 2006 through
2007, and as president of Premier Research Group's U.S. operations
from 2002 through 2006.
Margaret T. Monaco is the
Principal of Probus Advisors, a financial and strategic consulting
firm. She currently sits on the board and is a member of the
audit committee of Barnes & Noble, Inc. Ms. Monaco has
also served as an independent director and member of the audit
committee of W.P. Stewart & Co.
Growth Fund, Inc. and is a former Chief Operating Officer of
Merrill Lynch Ventures, LLC / KECALP Inc.
The highly qualified, full slate of independent directors
proposed by Astellas is composed of Martin
Edelshain, Cono R. Fusco,
Michael A. Griffith, John D. Gilly, Jill Kanin-Lovers, Douglas E. Linton, Timothy P. Lynch, Jonathan R. Macey, Margaret T. Monaco and Joseph L. Turner.
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.