TOKYO and MELVILLE, N.Y. May
16 /PRNewswire-FirstCall/ -- Astellas Pharma Inc. (TSE:
4503), a global pharmaceutical company, and OSI Pharmaceuticals,
Inc. (Nasdaq: OSIP), a biotechnology company primarily focused on
the discovery, development and commercialization of molecular
targeted therapies addressing medical needs in oncology, diabetes
and obesity, today announced that they have entered into a
definitive merger agreement under which Astellas will acquire
OSI.
Under the terms of the merger agreement, Astellas will increase
its offer price to $57.50 per share,
which represents a premium of 55% to the closing price for OSI's
shares of $37.02 on February 26, 2010, the last trading day before
the announcement by Astellas of its tender offer. The boards of
directors of both companies have unanimously approved the
combination. The all-cash transaction is valued at $4.0 billion on a fully diluted basis.
The combined company creates a world-class oncology platform
supporting Astellas' stated growth strategy of becoming a Global
Category Leader in Oncology, a high-priority therapeutic area for
Astellas. OSI commercializes Tarceva® (erlotinib), a leading cancer
medication. OSI's total annual revenues for 2009, as reported in
its Form 10-K for the year ended December
31, 2009, were $428 million
and operating income was $153
million.
Masafumi Nogimori, President and Chief Executive Officer of
Astellas, said, "The merger with OSI provides Astellas with a
top-tier oncology platform in the U.S. and an expanded product
portfolio and pipelines. In addition to Tarceva®, we are pleased to
add its oncology infrastructure, discovery platform, expanded
pipelines and talent base to our existing businesses. We look
forward to working together with our OSI colleagues to grow the
combined business and realize our shared goal of improving the
health of the people around the world every day."
Colin Goddard, Ph.D., Chief
Executive Officer of OSI Pharmaceuticals, said, "We believe today's
announcement recognizes the significant value we have built for our
stockholders while providing the merged companies the opportunity
to forge a stronger collective path forward in a shared mission to
provide innovative new medicines to patients around the world."
Financial Details and Closing Conditions
This is an all-cash transaction with no financing conditions to
close.
The transaction is subject to other customary closing
conditions, including the tender of a majority of OSI's shares of
common stock on a fully diluted basis. The HSR waiting period
applicable to the acquisition of OSI by Astellas expired on
March 19, 2010.
Astellas' all-cash tender offer for $57.50 per share for all of the currently
outstanding shares of common stock (including the associated stock
purchase rights) of OSI Pharmaceuticals, Inc. will expire no later
than 10 business days after the amendment to the Schedule TO is
filed (which is expected to be filed on or before May 21st), unless extended. As of 4:00 p.m. New York
City time on Friday, May 14,
2010, 299,214 shares of OSI had been tendered in and not
withdrawn from the tender offer.
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
Centerview Partners LLC is acting as lead financial advisor to OSI.
Lazard also was retained as a financial advisor to OSI. Skadden,
Arps, Slate, Meagher & Flom LLP & Affiliates is acting as
legal counsel.
Additional Information
Details related to this announcement 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 15,000 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.
About OSI Pharmaceuticals
OSI Pharmaceuticals, Inc. 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.
Important additional information
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell OSI's common stock. The tender offer ("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) initially filed by Astellas Pharma
Inc. ("Astellas") with the Securities and Exchange Commission (the
"SEC") on March 2, 2010. These
materials, as they may be amended from time to time, contain
important information, including the terms and conditions of the
offer, that should be read carefully before any decision is made
with respect to the Tender Offer. Investors and shareholders can
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 Tender Offer materials may also be obtained for
free by contacting the information agent for the tender offer,
Georgeson Inc. at (212) 440-9800.
OSI Pharmaceuticals' ("OSI") stockholders should read the
company's solicitation/recommendation statement on schedule 14D-9,
which was initially filed with the SEC on March 15, 2010, and any amendments or supplements
thereto. The company's solicitation/recommendation statement will
set forth the reasons for the recommendation of the OSI's board and
related information. The solicitation/recommendation statement and
other public filings made from time to time by OSI with the SEC are
available without charge from the SEC's website at www.sec.gov, at
OSI's website at www.osip.com or from OSI's information agent, by
calling 800-322-2885 toll free or (212) 929-5500 or by emailing
osipharma@mackenziepartners.com.
Statement of Cautionary Factors
This document contains certain forward-looking statements. These
forward-looking statements may be identified by words such as
'believes', 'expects', 'anticipates', 'projects', 'intends',
'should', 'seeks', 'estimates', 'future' or similar expressions or
by discussion of, among other things, strategy, goals, plans or
intentions. Various factors may cause actual results to differ
materially in the future from those reflected in forward-looking
statements contained in this document, among others: (1) pricing
and product initiatives of competitors; (2) legislative and
regulatory developments and economic conditions; (3) delay or
inability in obtaining regulatory approvals or bringing products to
market; (4) fluctuations in currency exchange rates and general
financial market conditions; (5) uncertainties in the discovery,
development or marketing of new products or new uses of existing
products, including without limitation negative results of clinical
trials or research projects, unexpected side-effects of pipeline or
marketed products; (6) increased government pricing pressures; (7)
interruptions in production; (8) loss of or inability to obtain
adequate protection for intellectual property rights; (9)
litigation; (10) loss of key executives or other employees; and
(11) adverse publicity and news coverage. The statement regarding
earnings growth is not a profit forecast and should not be
interpreted to mean that Astellas' earnings or earnings per share
for any current or future period will necessarily match or exceed
the historical published earnings or earnings per share of
Astellas.
SOURCE Astellas Pharma US, Inc.; OSI Pharmaceuticals, Inc.