TOKYO, June 8 /PRNewswire/ -- Astellas Pharma Inc. (TSE:
4503) announced today the completion of its tender offer for all
outstanding shares of common stock in OSI Pharmaceuticals, Inc.
(Nasdaq: OSIP).
The subsequent offer period announced by Astellas on
June 3 expired at 12:00 midnight,
New York City time, on
June 7, 2010. Computershare Trust
Company, N.A., the depositary for the tender offer, has advised
that, as of the expiration of the subsequent offer period, a total
of 57,232,357 shares had been validly tendered and not withdrawn
(including shares tendered in the initial tender offer that expired
on June 2, 2010). The tendered
shares in total represent approximately 93% of OSI's issued and
outstanding shares. All shares validly tendered and not withdrawn
have been accepted for payment.
Astellas now owns more than 90% of the issued and outstanding
shares of OSI's common stock, and intends, as promptly as
practicable, to complete the acquisition of OSI through a
short-form merger without a meeting of OSI's stockholders. In the
merger, each outstanding share of OSI common stock not purchased in
the tender offer or otherwise owned by Astellas will be converted
into the right to receive the same $57.50 consideration that was provided in the
tender offer, without interest, except shares for which appraisal
rights are validly asserted.
As a result of the merger, OSI will be a wholly-owned subsidiary
of Astellas US Holding, Inc., a holding company owned by Astellas
Pharma Inc., and OSI's common stock will cease to be traded on the
Nasdaq Global Select Market.
Citigroup is acting as exclusive financial advisor to Astellas
and Morrison & Foerster LLP is acting as legal counsel.
About Astellas
Astellas Pharma Inc., located in Tokyo, Japan, is a pharmaceutical company
dedicated to improving the health of people around the world
through the provision of innovative and reliable pharmaceuticals.
Astellas has approximately 15,000 employees worldwide. The
organization is committed to becoming a global category leader in
urology, immunology & infectious diseases, neuroscience, DM
complications & metabolic diseases and oncology. For more
information on Astellas Pharma Inc., please visit our website at
http://www.astellas.com/en.
Statement of Cautionary Factors
This document contains certain forward-looking statements. These
forward-looking statements may be identified by words such as
'believes', 'expects', 'anticipates', 'projects', 'intends',
'should', 'seeks', 'estimates', 'future' or similar expressions or
by discussion of, among other things, strategy, goals, plans or
intentions. Various factors may cause actual results to differ
materially in the future from those reflected in forward-looking
statements contained in this document, among others: (1) pricing
and product initiatives of competitors; (2) legislative and
regulatory developments and economic conditions; (3) delay or
inability in obtaining regulatory approvals or bringing products to
market; (4) fluctuations in currency exchange rates and general
financial market conditions; (5) uncertainties in the discovery,
development or marketing of new products or new uses of existing
products, including without limitation negative results of clinical
trials or research projects, unexpected side-effects of pipeline or
marketed products; (6) increased government pricing pressures; (7)
interruptions in production; (8) loss of or inability to obtain
adequate protection for intellectual property rights; (9)
litigation; (10) loss of key executives or other employees; and
(11) adverse publicity and news coverage. The statement regarding
earnings growth is not a profit forecast and should not be
interpreted to mean that Astellas' earnings or earnings per share
for any current or future period will necessarily match or exceed
the historical published earnings or earnings per share of
Astellas.
SOURCE Astellas Pharma Inc.