UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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OSI Pharmaceuticals, Inc.
(Name of Registrant as
Specified In Its Charter)
Astellas Pharma Inc., Astellas US Holding, Inc., Ruby Acquisition, Inc.
(Names of Persons Filing Proxy
Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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state how it was determined):
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On April 23, 2010, Astellas
Pharma Inc. (“
Astellas
”) issued the attached press release.
Expiration Date of OSI Offer Extended to May 17, 2010
Tokyo, Japan – April 23, 2010 – Astellas Pharma Inc. (TSE: 4503) announced today that it has extended its all-cash tender offer for $52
per share for all of the currently outstanding shares of common stock (including the associated stock purchase rights) of OSI Pharmaceuticals, Inc. (Nasdaq: OSIP) to 5:00 p.m. New York City time on Monday, May 17, 2010, unless further extended.
The tender offer was previously set to expire at 12:00 midnight New York City time on Friday, April 23, 2010.
As of 4:00 p.m. New York
City time on Thursday, April 22 2010, 42,283 shares of OSI had been tendered in and not withdrawn from the tender offer.
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
Media Contacts
Brunswick New York
+1 212 333 3810
Stan Neve
Sarah Lubman
Brunswick Hong Kong
+852 9850 5033
Joseph Lo
Information Agent
Georgeson
Inc.
+ 1 212 440 9872
Thomas
Gardiner
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 15,000 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.
Astellas and certain of their directors and executive officers and the individuals to be nominated by Astellas for election to OSI’s board of
directors may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding these directors and executive officers and other individuals is available in the Schedule TO that was filed
March 2, 2010, and other documents filed by Astellas with the SEC as described above. Further information will be available in any proxy statement or other relevant materials filed with the SEC in connection with the solicitation of proxies
when they become available.
No assurance can be given that the proposed transaction described herein will be consummated by Astellas, or
completed on the terms proposed or any particular schedule, that the proposed transaction will not incur delays in obtaining the regulatory, board or stockholder approvals required for such transaction, or that Astellas will realize the anticipated
benefits of the proposed transaction.
Statement on Cautionary Factors
Any statements made in this communication that are not statements of historical fact, including statements about Astellas’ beliefs and expectations
and statements about Astellas’ proposed acquisition of OSI, are forward-looking statements and should be evaluated as such. Forward-looking statements include statements that may relate to Astellas’ plans, objectives, strategies, goals,
future events, future revenues or performance, and other information that is not historical information. Factors that may materially affect such forward-looking statements include: Astellas’ ability to successfully complete the tender offer for
OSI’s shares or realize the anticipated benefits of the transaction; delays in obtaining any approvals required for the transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule; and the failure of any of
the conditions to Astellas’ tender offer to be satisfied.
Any information regarding OSI contained herein has been taken from, or is
based upon, publicly available information. Although Astellas does not have any information that would indicate that any information contained herein is inaccurate or incomplete, Astellas has not had the opportunity to verify any such information
and does not undertake any responsibility for the accuracy or completeness of such information.
Astellas does not undertake, and specifically
disclaims, any obligation or responsibility to update or amend any of the information above except as otherwise required by law.
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