OSI Pharmaceuticals Comments on Astellas’ Slate of Director Nominees
March 16 2010 - 1:37PM
Business Wire
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.
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