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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Osi Pharmaceuticals Inc. (MM) | NASDAQ:OSIP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 57.49 | 0 | 01:00:00 |
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) today announced that its 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 US Holding, Inc., a wholly-owned subsidiary of Astellas Pharma Inc., to acquire all outstanding shares of OSI common stock for $52.00 per share in cash. The OSI Board unanimously recommends that OSI stockholders reject the offer and not tender their shares into the offer.
Robert A. Ingram, Chairman of the Board of Directors of OSI, commented, “After carefully analyzing and considering Astellas’ offer, the Board has unanimously concluded that the offer does not fully reflect OSI’s fundamental, intrinsic value. We believe that OSI is a unique asset – the only profitable, mid-cap biotech company with a growing, high quality and fully integrated oncology franchise and a strong diabetes and obesity franchise which also has a proven track-record of success. The OSI Board takes its fiduciary duties seriously and will continue to do what’s right for OSI stockholders. In that regard, the Board of Directors has instructed OSI 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.”
OSI Chief Executive Colin Goddard, PhD, added, “OSI is well positioned and we continue to successfully execute on our strategic plan. In addition to our blockbuster oncology drug, Tarceva, and our highly differentiated pipeline in two of the highest growth and most attractive therapeutic areas, we have substantial financial assets, including significant DPIV patent royalties, substantial cash balances and net operating loss carryforwards. Our business remains strong, as exemplified by our 13% revenue growth in 2009, which we accomplished while solidifying our patent position and advancing our pipeline. We expect 2010 to be another year of strategic and financial growth.”
Centerview Partners LLC is acting as lead financial advisor to OSI. Lazard also recently was retained as a financial advisor to OSI. Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates is acting as legal advisor.
The basis for the Board’s recommendation is set forth in a Solicitation/Recommendation Statement on Schedule 14D-9, which was filed by OSI today with the Securities and Exchange Commission, accompanied by a letter to stockholders. The full text of the letter appears below.
March 15, 2010
Dear Fellow Stockholders:
On March 2, 2010, Astellas Pharma Inc. (“Astellas”) launched an unsolicited, conditional tender offer (the “Offer”) to acquire your shares of common stock of OSI Pharmaceuticals, Inc. (“OSI” or the “Company”) for $52.00 per share in cash.
Your Board of Directors has reviewed the Offer with the assistance of the Company’s management and legal and financial advisors and, after careful consideration, the OSI Board has unanimously determined that the Offer is inadequate, substantially undervalues the Company and is not in the best interests of OSI stockholders.
Your Board of Directors unanimously recommends that you REJECT THE OFFER and NOT TENDER your shares to Astellas.
The Board’s conclusion is based on numerous factors that are detailed in the enclosed Schedule 14D-9, including:
OSI’s Board of Directors has Instructed OSI’s Management, With the Assistance of OSI’s Financial Advisors, to Contact Other Parties. In its efforts to maximize value for OSI stockholders, the Board instructed OSI management, with the assistance of the Company’s financial advisors, Centerview Partners and Lazard, to contact appropriate third parties in order to explore the availability of a transaction that reflects the full intrinsic value of the Company. Third parties expressing legitimate interest in a transaction with OSI will be afforded an opportunity to engage in a due diligence review of certain OSI confidential information, subject to their entering into an appropriate nondisclosure agreement with the Company. No assurance can be given as to whether any of these contacts will result in any transaction.
Prior to Astellas launching its unsolicited Offer, OSI offered to provide Astellas with certain non-public information that the Company believed was fundamental to understanding the value of OSI, subject to it entering into a nondisclosure agreement, a proposed draft of which OSI provided to Astellas. Astellas NEVER responded to the Company’s proposal, NEVER asked to review any of the Company’s confidential information and NEVER made any attempt to negotiate the terms of the draft nondisclosure agreement. OSI remains willing to share confidential information with Astellas, as with other interested parties, subject to their entering into an appropriate nondisclosure agreement with the Company.
Accordingly, and for the reasons described both above and in the enclosed Schedule 14D-9, the Board of Directors of the Company unanimously recommends that you REJECT the Offer and NOT TENDER your shares pursuant to the Offer.
We urge you to read the enclosed Schedule 14D-9 so you will be fully informed before you make your decision. If you have questions or need assistance, please call our information agent, MacKenzie Partners, Inc. by calling 800-322-2885 toll free or by calling 212-929-5500 or by emailing osipharma@mackenziepartners.com.
Sincerely,
/s/ Robert A. Ingram
/s/ Colin Goddard, Ph.D.
Robert A. Ingram Colin Goddard, Ph.D. Chairman of the Board Chief Executive Officer OSI Pharmaceuticals OSI PharmaceuticalsThis letter contains both GAAP and non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to their GAAP equivalents can be found in OSI’s earnings release for the year ended December 31, 2009, which is available via the investor relations section of OSI’s website (www.osip.com).
About OSI Pharmaceuticals
OSI Pharmaceuticals is a biotechnology company committed to building a scientifically strong and financially successful top tier biopharmaceutical organization that discovers, develops and commercializes innovative molecular targeted therapies, or MTTs, addressing major unmet medical needs in oncology, diabetes and obesity. OSI’s largest area of focus is oncology where its business is anchored by Tarceva, a small molecule inhibitor of the epidermal growth factor receptor, or EGFR, which achieved global sales of over $1.2 billion in 2009.
As of March 12, 2010, Tarceva was approved for sale in 109 countries for the treatment of advanced non-small cell lung cancer, or NSCLC, in patients who have failed at least one prior chemotherapy regimen and 80 countries for the treatment of patients with advanced pancreatic cancer in combination with the chemotherapy agent, gemcitabine.
Additional Information
In connection with the unsolicited tender offer commenced by Astellas, OSI is filing a Solicitation/Recommendation Statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). STOCKHOLDERS OF OSI ARE URGED TO READ 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 Schedule 14D-9 (when available) and other documents filed by OSI with the SEC through the web site 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.
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. This news release also contains both GAAP and non-GAAP financial measures. A reconciliation of the non-GAAP financial measures to their GAAP equivalents can be found in OSI’s earnings release for the year ended December 31, 2009, which is available via the investor relations section of OSI’s website (www.osip.com).
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