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8-K - FORM 8-K - OSI PHARMACEUTICALS INC | y84620e8vk.htm |
EX-4.1 - EX-4.1 - OSI PHARMACEUTICALS INC | y84620exv4w1.htm |
EX-2.1 - EX-2.1 - OSI PHARMACEUTICALS INC | y84620exv2w1.htm |
Exhibit 99.1
News
Release
Astellas Pharma Inc. to Acquire OSI Pharmaceuticals, Inc.
Companies enter into definitive merger agreement to combine to create a world-
class oncology platform
class oncology platform
OSI Stockholders to receive $57.50 per share in cash
Tokyo, Japan, and Melville, N.Y. May 16, 2010 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 OSIs 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. OSIs 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 todays
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.
News Release
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 OSIs 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
Details related to this announcement can be found on www.oncologyleader.com
Media Contacts for Astellas
In the U.S. for Astellas
Brunswick
+1 212 333 3810
Stan Neve / Sarah Lubman
In the U.S. for Astellas
Brunswick
+1 212 333 3810
Stan Neve / Sarah Lubman
In Japan for Astellas
Ashton Consulting
Dan Underwood / John Sunley
+81 (03) 5425 7220
Ashton Consulting
Dan Underwood / John Sunley
+81 (03) 5425 7220
Information Agent for Astellas
Georgeson Inc.
+ 1 212 440 9872
Thomas Gardiner
Georgeson Inc.
+ 1 212 440 9872
Thomas Gardiner
Contacts for OSI
Kathy Galante (investors/media)
Kathy Galante (investors/media)
News Release
OSI, Senior Director
+1 631 962-2043
+1 631 962-2043
or
Mark Harnett / Amy Bilbija
MacKenzie Partners, Inc.
+1 212 929 5500
MacKenzie Partners, Inc.
+1 212 929 5500
Media
Joele Frank / Andy Brimmer / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449
Joele Frank / Andy Brimmer / Eric Brielmann
Joele Frank, Wilkinson Brimmer Katcher
+1 212 355 4449
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 OSIs 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
News Release
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 companys 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 companys
solicitation/recommendation statement will set forth the reasons for the recommendation of the
OSIs 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 SECs
website at www.sec.gov, at OSIs website at www.osip.com or from OSIs 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.