OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) will fully redeem on April 21,
2010 all of its remaining outstanding 3.25% Convertible Senior
Subordinated Notes due 2023 (the "Notes”) pursuant to the terms of the
indenture under which the Notes were issued in September 2003. The
aggregate principal amount currently outstanding of the Notes is
$60,467,000. The CUSIP number for these Notes is 671040 AD 5.
In accordance with the terms of the indenture, the Notes will be
redeemed at 5:00 p.m. (New York City time) on April 21, 2010, at a
redemption price of $1,000 per $1,000 principal amount of Notes, plus
accrued and unpaid interest to, but excluding, April 21, 2010, after
which interest will cease to accrue.
At any time prior to 5:00 p.m. (New York City time) on April 21, 2010,
in accordance with the terms of the indenture, holders may convert their
Notes into shares of OSI Pharmaceuticals common stock at a price of
$50.02 per share, or 19.9925 shares of OSI Pharmaceuticals common stock
per $1,000 principal amount of the Notes. Also in accordance with the
terms of the indenture, a converting holder of Notes will not be
entitled to receive any accrued and unpaid interest, if any, on any
Notes being converted, and no adjustments in respect of payments of
interest, if any, on Notes surrendered for conversion or any dividends
or distributions on OSI Pharmaceuticals common stock issued upon
conversion will be made upon conversion of the Notes. Cash will be paid
in lieu of fractional shares. Any Notes not so converted will be
automatically redeemed on April 21, 2010.
The Bank of New York Mellon, the trustee for the Notes under the
indenture, is mailing a Notice of Redemption to all registered holders
of the Notes today. Copies of such Notice of Redemption and additional
information relating to the procedure for redemption and/or conversion
of the Notes may be obtained from The Bank of New York Mellon by calling
1-800-438-5473.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these Notes and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About OSI Pharmaceuticals
OSI Pharmaceuticals 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.
Forward-looking statements
This news release contains forward-looking statements. These
statements are subject to known and unknown risks and uncertainties that
may cause actual future experience and results to differ materially from
the statements made. Various factors may cause differences between
current expectations and actual results, including risks and
uncertainties associated with Astellas’ tender offer.
Other
Factors that might cause such a difference include, among others, OSI’s
and its collaborators’ abilities to effectively market and sell Tarceva
and to expand the approved indications for Tarceva, OSI’s ability to
protect its intellectual property rights, safety concerns regarding
Tarceva, competition to Tarceva and OSI’s drug candidates from other
biotechnology and pharmaceutical companies, the completion of clinical
trials, the effects of FDA and other governmental regulation, including
pricing controls, OSI’s ability to successfully develop and
commercialize drug candidates, and other factors described in OSI’s
filings with the SEC.
