OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) ("OSI”) today commented on
Astellas Pharma Inc.’s ("Astellas”) announcement that it has submitted a
slate of 10 director nominees for election at OSI’s 2010 Annual Meeting
of Stockholders:
OSI believes the Astellas director nominees’ only mandate is to support
Astellas in acquiring OSI at an inadequate price.
As previously announced on March 15, 2010, the OSI Board of Directors,
after careful review and consideration with the assistance of OSI’s
management and outside legal and financial advisors, has unanimously
rejected the unsolicited, conditional tender offer from Astellas to
acquire all outstanding shares of OSI common stock for $52.00 per share
in cash. The OSI Board has instructed management, with the assistance of
the Company’s financial advisors, to contact appropriate third parties
in order to explore the availability of a transaction that reflects the
full intrinsic value of the Company.
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
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
proxy of any stockholder of OSI Pharmaceuticals, Inc. ("OSI”). OSI plans
to file with the Securities and Exchange Commission (the "SEC”) and
furnish to its stockholders a proxy statement in connection with its
2010 Annual Meeting of Stockholders (the "2010 Annual Meeting”).
In connection with the unsolicited tender offer commenced by Astellas,
OSI has filed a Solicitation/Recommendation Statement on Schedule 14D-9
with the SEC (as may be amended, the "Schedule 14D-9”). STOCKHOLDERS
OF OSI ARE URGED TO READ THE PROXY STATEMENT FOR THE 2010 ANNUAL MEETING
(WHEN IT BECOMES AVAILABLE), THE SCHEDULE 14D-9 AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION. Stockholders may obtain a free copy of the
Proxy Statement for the 2010 Annual Meeting (when available), the
Schedule 14D-9 and other documents filed by OSI with the SEC through the
website maintained by the SEC at http://www.sec.gov.
Stockholders may also obtain, without charge, a copy of the Schedule
14D-9 from MacKenzie Partners, Inc., OSI’s information agent, by calling
800-322-2885 toll free or by calling 212-929-5500 or by emailing
osipharma@mackenziepartners.com.
OSI and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with its 2010
Annual Meeting. Information regarding OSI’s directors and executive
officers is available in its Annual Report on Form 10-K for the year
ended December 31, 2009, which was filed with the SEC on February 28,
2010, and its proxy statement for its 2009 Annual Meeting of
Stockholders, which was filed with the SEC on April 29, 2009. Detailed
information regarding the names, affiliations and interests of
individuals who may be deemed to be participants in the solicitation of
proxies of OSI’s stockholders will also be included in OSI’s proxy
statement for the 2010 Annual Meeting when it becomes available.
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’ 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.
