Astellas Announces Full Slate Of Independent Director Nominees For Election At OSI Pharmaceuticals' 2010 Annual Stockholders Meeting
TOKYO, March 16 /PRNewswire/ -- Astellas Pharma Inc. (TSE: 4503) today notified OSI Pharmaceuticals Inc. (Nasdaq: OSIP) that it will nominate a full and competing slate of independent directors at OSI Pharmaceuticals' 2010 annual stockholders' meeting.
This highly-qualified slate of directors proposed by Astellas is composed of Martin Edelshain, Cono R. Fusco, Michael A. Griffith, Jill Kanin-Lovers, Jack Kaye, Douglas E. Linton, Timothy P. Lynch, Jonathan R. Macey, Heidi L. Steiger, and Joseph L. Turner.
On March 2, 2010, Astellas commenced a tender offer to acquire all of the outstanding shares of OSI for $52.00 per share in cash. This price represents a significant premium of over 40% to OSI's unaffected closing price of $37.02 per share on February 26, 2010 and a 53% premium to its three-month average as of the same date of $34.01. The tender offer is not subject to any financing conditions or due diligence and only contains customary conditions to close.
Masafumi Nogimori, President and Chief Executive Officer of Astellas, said, "We have taken this step to provide OSI's stockholders with an alternative to the current Board, which refuses to consider Astellas' compelling offer. All of our nominees are highly-qualified with a proven track record, and, if elected, we are confident that they will act independently and in the best interest of OSI's stockholders to explore this opportunity to allow stockholders to realize full and fair value, in cash."Nominees Astellas intends to nominate the following candidates for election: Martin Edelshain served as an executive for Gen-Probe Inc., a molecular diagnostics company, and its former parent, Chugai Pharmaceutical Co., Ltd, from 1995 to 2008. Mr. Edelshain was instrumental in forming the 2002 strategic alliance between Chugai Pharma and Roche. Cono R. Fusco spent 34 years as a partner at Grant Thornton LLP, one of the top global accounting firms. His career spanned virtually all aspects of the firm's operations, including client service, office, regional and national managing partner positions, National Leadership Team, and Partnership Board member. Michael A. Griffith was the founder and CEO of Aptuit Inc., a leading global pharmaceutical contract research, development and manufacturing company until 2008. In 2002, he was appointed Chairman of the Executive Committee of Centrue Financial Corporation. Jill Kanin-Lovers has served on the Board of Alpharma Inc., a specialty pharmaceutical firm, First Advantage, a leading risk mitigation and business solutions provider and Heidrick & Struggles International Inc. Jack Kaye has served as an independent director for Keryx Biopharmaceuticals Inc., Tongli Pharmaceuticals ( USA), Inc. and Balboa Biosciences, Inc. From 1978 until May 2006, Mr. Kaye was a partner at Deloitte & Touche LLP. Douglas E. Linton has served on the board of Bradley Pharmaceuticals and as vice president of Cardinal Health Inc. He was an Executive Advisor at Campbell Alliance Group, a management consultant that specializes in pharmaceuticals and biotech until 2009. Timothy P. Lynch is a General Partner of Stonepine Capital, L.P., a partnership focused on investing in public, small-cap biotech and pharmaceutical companies. He serves on the strategic advisory board of the Cowen Healthcare Royalty Fund and on the boards of Allos Therapeutics, Inc., Insite Vision Inc., and Nabi Biopharmaceuticals and is the former Chief Financial Officer of Tercica, Inc. Jonathan R. Macey serves as the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University and is a Professor at the Yale School of Management. He is a member of the National Adjudicatory Council of the Financial Industry Regulatory Association ("FINRA") and until 2009 served as a director on the board of WCI Communities, Inc. Heidi L. Steiger is an Advisory Director at Berkshire Capital Securities LLC, an investment banking and strategic advisory boutique. From 2005 to the present, Ms. Steiger served as the Managing Partner at Topridge Associates LLC, a privately held consultant agency she founded. She also serves on the corporate board of Aviva USA and was a member of the Executive Management Committee at Neuberger Berman until 2004. Joseph L. Turner currently sits on the boards of QLT Inc, ApopLogic Pharmaceuticals, Inc., Kythera Biopharmaceuticals, Inc., Sequel Pharmaceuticals, Inc. and Swarthmore College. He has served as Chief Financial Officer of Myogen, Inc. and Centaur Pharmaceuticals. Citigroup is acting as exclusive financial advisor to Astellas and Morrison & Foerster LLP is acting as legal counsel.
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