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Astellas makes offer to buy OSI

Global pharma company, Astellas, is to commence a tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals

Global pharmaceutical company, Astellas, is to commence a tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals – a biotechnology company focussed on the discovery, development and commercialisation of molecular targeted therapies in oncology, diabetes and obesity. The acquisition would support Astellas' growth strategy of becoming a leader in oncology, providing the company with a top-tier oncology business in the US and an expanded product portfolio and pipeline.

Astellas' offer is for $52 per share in cash, which represents a 40 per cent premium to the biotechnology company's closing price on February 26, or an aggregate of approximately $3.5bn on a fully diluted basis. The offer is not subject to any financial considerations.

Astellas said that despite letters reiterating Astellas' interest in March and June 2009 and several face-to-face meetings, including a meeting between the two CEOs on February 12, 2010, OSI had refused to engage in a meaningful discussion. As a result Astellas had opted to go directly to OSI stakeholders. 

Following successful completion of the tender offer, a merger will be concluded.

Masafumi Nogimori, president and CEO of Astellas, commented: "This offer follows our attempts over the past 13 months to engage OSI in meaningful discussions. We firmly believe in the compelling strategic rationale behind the combination and the opportunity it provides to the OSI stockholder to realise full and fair value, in cash, immediately."

1st March 2010

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