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Astex Board of Directors
Jefferies LLC is acting as exclusive financial advisor to Astex and Wilson Sonsini Goodrich & Rosati P.C. is serving as Astex's legal counsel. Goldman Sachs is acting as exclusive financial advisor to Otsuka; Skadden, Arps, Slate, Meagher & Flom LLP is serving as Otsuka's legal counsel.For more information, please see Astex's SC 14D-9, which was filed with the Securities and Exchange Commission ("SEC") on September 13, 2013, and subsequent amendments. Astex urges all stockholders to review the Company's filings and other materials as they contain important detailed information about the merger agreement and the reasons why Astex's Board approved the merger agreement. About Astex Pharmaceuticals Astex Pharmaceuticals is dedicated to the discovery and development of novel small molecule therapeutics with a focus on oncology. The Company is developing a proprietary pipeline of novel therapies and is creating de-risked products for partnership with leading pharmaceutical companies. Astex Pharmaceuticals developed DACOGEN® (decitabine) for Injection and receives significant royalties on global sales. For more information about Astex Pharmaceuticals, Inc., please visit http://www.astx.com. Additional Information and Where to Find It This communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of Astex pursuant to the tender offer by Autumn Acquisition Corporation ("Acquisition Sub"), a wholly-owned subsidiary of Otsuka, or otherwise. Any offers to purchase or solicitations of offers to sell will be made only pursuant to the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) which has been filed with the U.S. Securities and Exchange Commission ("SEC") by Otsuka and Acquisition Sub. In addition, Astex has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. Astex's stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the tender offer that are filed with the SEC carefully and in their entirety prior to making any decision with respect to Acquisition Sub's tender offer because they contain important information, including the terms and conditions of the offer. Astex's stockholders may obtain copies of these documents for free at the SEC's website at www.sec.gov . Forward Looking Statements This release contains certain statements which constitute forward-looking statements. These forward-looking statements include statements regarding the Astex Board's expectations about the future economic benefits of products in development, the risks associated with continuing as a standalone public company, potential employment arrangements with Astex management following the consummation of the transaction, the interest of other companies in pursuing an acquisition of Astex, the risks associated with any extension of Otsuka's tender offer, the effect on Astex if Otsuka fails to consummate the transaction, as well as other statements that are not historical fact. These forward-looking statements are based on currently available information, as well as Astex's views and assumptions regarding future events as of the time such statements are being made. Such forward looking statements are subject to inherent risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied in such forward-looking statements. Such risks and uncertainties include, but are not limited to, the potential failure to satisfy conditions to the completion of the proposed transaction due to the failure to receive a sufficient number of tendered shares in the tender offer. As a result of these and other risks, the proposed transaction may not be completed on the timeframe expected or at all.
CONTACT: Timothy L. Enns Astex Pharmaceuticals, Inc. Senior Vice President Corporate Communications & Marketing Tel: +1 (925) 560-2810 E-mail: email@example.com Susanna Chau Astex Pharmaceuticals, Inc. Manager Investor Relations Tel: +1 (925) 560-2845 E-mail: firstname.lastname@example.org Michael Freitag Joele Frank, Wilkinson Brimmer Katcher Tel: +1 (212) 355-4449 Investors: Alan Roemer The Trout Group Managing Director Tel: +1 (646) 378-2945 E-mail: email@example.com Media: Tony Russo, Ph.D. Russo Partners, LLC Chairman and CEO Tel: +1 (212) 845 4251 Email: firstname.lastname@example.org
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