OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) ("OSI”) today confirmed that
Astellas Pharma Inc. ("Astellas”) has commenced an unsolicited tender
offer to acquire all outstanding common shares of OSI for $52.00 per
share in cash.
Consistent with its fiduciary duties and as required by applicable law,
the OSI Board of Directors will review the offer to determine the course
of action that it believes is in the best interests of the Company and
its stockholders. OSI stockholders are advised to take no action at this
time pending the review of the tender offer by the OSI Board of
Directors.
The OSI Board of Directors, in consultation with its independent
financial and legal advisors, intends to advise stockholders of its
formal position regarding the offer in due course by making available to
stockholders and filing with the Securities and Exchange Commission a
solicitation/recommendation statement on Schedule 14D-9.
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. For additional information about OSI, please visit http://www.osip.com.
Additional Information
OSI Pharmaceuticals will file a solicitation/recommendation statement
with the U.S. Securities and Exchange Commission ("SEC”). INVESTORS AND
SECURITY HOLDERS OF OSI PHARMACEUTICALS ARE URGED TO READ THESE AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders will be able to obtain free copies of
these documents (when available) and other documents filed with the SEC
by OSI Pharmaceuticals through the web site maintained by the SEC at http://www.sec.gov.
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.
