UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the
Registrant
¨
Filed by a
Party other than the Registrant
x
Check the
appropriate box:
¨
|
Preliminary Proxy Statement
|
¨
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
¨
|
Definitive Proxy Statement
|
¨
|
Definitive Additional Materials
|
x
|
Soliciting Material Pursuant to §240.14a-12
|
OSI Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its
Charter)
Astellas Pharma Inc., Astellas US Holding, Inc., Ruby Acquisition, Inc.
(Names of Persons Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
¨
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
1)
|
Title of each class of securities to which transaction applies:
|
|
2)
|
Aggregate number of securities to which transaction applies:
|
|
3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
state how it was determined):
|
|
4)
|
Proposed maximum aggregate value of transaction:
|
¨
|
Fee paid previously with preliminary materials.
|
¨
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the form or schedule and the date of its filing:
|
|
1)
|
Amount Previously Paid:
|
|
2)
|
Form, Schedule or Registration Statement No:
|
On March 15, 2010, Astellas Pharma Inc. issued the
following press release:
Astellas Responds to OSI Pharmaceuticals Rejection
Astellas All-Cash Offer Provides Immediate, Full Value to OSI Stockholders
Tokyo, Japan
March 15, 2010 Astellas Pharma Inc. (TSE: 4503) today released the following statement in response to OSI
Pharmaceuticals (NASDAQ: OSIP) rejection of Astellas tender offer for $52.00 per share.
Astellas is pleased that OSIs board
of directors has finally instructed its management to explore a transaction for the Company. However, Astellas continues to firmly believe in its proposed transaction and the opportunity it provides for OSIs stockholders to realize full and
fair value, in cash, immediately. Astellas offer is not subject to any financing conditions or due diligence and only contains customary conditions to close.
Unfortunately, todays action by OSIs board continues to delay the opportunity for OSIs stockholders to consider Astellas offer. Astellas continues to have no alternative at this
time but to proceed with its offer directly to OSIs stockholders. To ensure that OSIs stockholders have a voice in the outcome, Astellas will also nominate a full slate of directors for OSIs upcoming shareholder meeting. We believe
that the slate, if elected and subject to its fiduciary duties, will fully and fairly consider Astellas offer.
Astellas offer for
$52.00 per share in cash represents a significant premium of 40% to OSIs unaffected closing stock price of $37.02 per share on February 26, 2010, the last trading day before Astellas made its offer public. The offer represents a 53%
premium to OSIs three-month average of $34.01 per share and a 31% premium to its 52-week high of $39.66 per share as of the same date.
Citigroup is acting as exclusive financial advisor to Astellas and Morrison & Foerster LLP is acting as legal counsel.
Additional Information
All details related to this proposal can be found on
www.oncologyleader.com
Media Contacts
Brunswick New York
+1 212 333 3810
Stan Neve
Sarah Lubman
Brunswick Hong Kong
+852 9850 5033
Joseph Lo
Information Agent
Georgeson Inc.
Toll-free phone number: +1 800 213 0473
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 14,200 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
.
Important Additional Information
This communication is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell OSI Pharmaceuticals
(OSI) common stock. The tender offer (the Tender Offer) is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related tender offer materials) filed
by Astellas Pharma Inc., Astellas US Holding, Inc. and Ruby Acquisition, Inc. (collectively, Astellas) with the Securities and Exchange Commission (SEC).
These materials, as they may be amended from time to time, contain
important information, including the terms and conditions of the Tender Offer, that should be read carefully before any decision is made with respect to the Tender Offer.
Investors and security holders may obtain a free copy of these materials
and other documents filed by Astellas with the SEC at the website maintained by the SEC at www.sec.gov. The Offer to Purchase, Letter of Transmittal and other related Tender Offer materials may also be obtained for free by contacting the information
agent for the Tender Offer, Georgeson Inc., at (212) 440-9800 for banks and brokers and at (800) 213-0473 for persons other than banks and brokers.
In connection with Astellas proposal to nominate directors at OSIs annual meeting of stockholders, Astellas may file a proxy statement with the SEC.
Investors and security
holders of OSI are urged to read the proxy statement and other documents related to the solicitation of proxies filed with the SEC carefully in their entirety when they become available because
they will contain important information.
Stockholders of OSI and other interested parties may obtain, free of charge, copies of the proxy statement (when available), and any other documents filed by Astellas with the SEC in connection with the
proxy solicitation, at the SECs website as described above. The proxy statement (when available) and these other documents may also be obtained free of charge by contacting Georgeson Inc. at the numbers listed above.
Astellas and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the
proposed transaction. Information regarding these directors and executive officers is available in the Schedule TO that was filed March 2, 2010, and other documents filed by Astellas with the SEC as described above. Further information will be
available in any proxy statement or other relevant materials filed with the SEC in connection with the solicitation of proxies when they become available.
No assurance can be given that the proposed transaction described herein will be consummated by Astellas, or completed on the terms proposed or any particular schedule, that the proposed transaction will
not incur delays in obtaining the regulatory, board or stockholder approvals required for such transaction, or that Astellas will realize the anticipated benefits of the proposed transaction.
Statement on Cautionary Factors
Any
statements made in this communication that are not statements of historical fact, including statements about Astellas beliefs and expectations and statements about Astellas proposed acquisition of OSI, are forward-looking statements and
should be evaluated as such. Forward-looking statements include statements that may relate to Astellas plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical
information. Factors that may materially affect such forward-looking statements include: Astellas ability to successfully complete the tender offer for OSIs shares or realize the anticipated benefits of the transaction; delays in
obtaining any approvals required for the transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule; and the failure of any of the conditions to Astellas tender offer to be satisfied.
Any information regarding OSI contained herein has been taken from, or is based upon, publicly available information. Although Astellas does not have any
information that would indicate that any information contained herein is inaccurate or incomplete, Astellas has not had the opportunity to verify any such information and does not undertake any responsibility for the accuracy or completeness of such
information.
Astellas does not undertake, and specifically disclaims, any obligation or responsibility to update or
amend any of the information above except as otherwise required by law.
Osi Pharmaceuticals (NASDAQ:OSIP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Osi Pharmaceuticals (NASDAQ:OSIP)
Historical Stock Chart
From Jul 2023 to Jul 2024