OSI Pharmaceuticals Announces Occurrence of a Fundamental Change for Convertible Notes
04 Junio 2010 - 9:49AM
Business Wire
OSI Pharmaceuticals, Inc. (Nasdaq: OSIP; the “Company”)
announced today that its 2% Convertible Senior Subordinated Notes
due 2025 (the “notes”) are convertible at the option of the holders
and will remain convertible at least through July 6, 2010, as
provided for in the Indenture (the “Indenture”) governing the
notes.
The notes became convertible on June 3, 2010, when pursuant to a
tender offer and acceptance of tendered shares, Astellas Pharma,
Inc. became the beneficial owner, directly or indirectly, of fifty
percent (50%) or more of the Company’s voting stock, which
constitutes a Fundamental Change under the Indenture. During the
thirty (30) day period after the announcement of the Fundamental
Change, holders of the notes may convert the notes as a result of
such Fundamental Change. The conversion period relating to such
Fundamental Change will continue through and including July 6,
2010.
The Company has elected, pursuant to the Indenture, to satisfy
its conversion obligation in cash. The notes are convertible at the
conversion rate of 33.9847 shares of common stock of the Company
per $1,000 principal amount of each note.
As previously announced, the notes also became convertible on
April 1, 2010 and remain convertible through June 30, 2010 as a
result of the satisfaction of the market price condition under the
Indenture. Depending on market conditions and other factors, the
notes may remain convertible in the third quarter of 2010 if the
market price condition with respect to the third quarter of 2010 is
also satisfied.
To exercise their conversion right as a result of the
Fundamental Change described above, holders must surrender the
notes for conversion to the conversion agent at any time on or
before July 6, 2010 and follow the applicable depository procedures
or, in the case of notes in the certificated form, surrender the
notes to the conversion agent with appropriate signatures,
endorsements and transfer documents as described in the Indenture
and in the Fundamental Change Company Notice and Notice of
Conversion Privilege distributed to the holders of the notes and
published on the Company’s web site.
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.
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. 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 Pharmaceuticals' filings with the
Securities and Exchange Commission.
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