Astellas Signs Confidentiality Agreement With OSI
TOKYO, March 29 /PRNewswire/ -- Astellas Pharma Inc. (TSE: 4503) confirmed today that it has entered into a confidentiality agreement with OSI Pharmaceuticals, Inc. (Nasdaq: OSIP). Under the agreement, OSI will provide Astellas with access to certain non-public information. This follows Astellas' approach to OSI after OSI's announcement that its board of directors had instructed its management and financial advisors to contact interested third parties regarding a potential transaction.
Also, under the confidentiality agreement, until 11.59 p.m. EDT on May 15, 2010, Astellas will not acquire any shares pursuant to its outstanding tender offer, take any further action on the pending litigation initiated by it or file a preliminary or definitive proxy statement in connection with OSI's annual meeting. This agreement will terminate, among other things if OSI enters into or announces its intent to enter into an agreement with respect to an acquisition of OSI.
There can be no assurance that an agreement with respect to an acquisition by Astellas for OSI will be reached.
Citigroup is acting as exclusive financial advisor to Astellas and Morrison & Foerster LLP is acting as legal counsel.Additional Information Further details related to this proposal can be found on www.oncologyleader.com 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 OSI's annual meeting of stockholders, Astellas expects to 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 SEC's 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.
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