Agreement Allows Astellas to Review Certain Confidential Information Related to OSI
March 29 2010 - 4:12PM
Business Wire
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) today announced that it
had entered into an agreement with Astellas Pharma Inc., under
which Astellas will be able to review certain confidential
information related to OSI.
“We are pleased that Astellas has now responded to our previous
offer to review non-public information and has entered into a
non-disclosure agreement with us which contains an appropriate
standstill provision,” stated Dr. Colin Goddard, CEO of OSI
Pharmaceuticals, Inc. “This agreement will allow Astellas to
participate in our ongoing process and is consistent with the basic
provisions we have offered other parties. We are taking this step –
which reflects our board’s prior commitment to explore the
availability of a transaction that reflects the full intrinsic
value of our company – in order to ensure that our stockholders
have the full benefit of a complete, open and fair process.”
No assurance can be given as to whether the process being
conducted by OSI will result in any transaction.
Centerview Partners LLC is acting as lead financial advisor to
OSI. Lazard also was retained as a financial advisor to OSI.
Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates is
acting as legal advisor.
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.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of any stockholder
of OSI Pharmaceuticals, Inc. (“OSI”).
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 amended, the “Schedule 14D-9”).
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 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.
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’ tender
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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