Hostile Mergers Back in Biotech (OSIP)
Mergers are back in biotech…. Astellas Pharma Inc., a global pharmaceutical company in Japan, announced that it will commence a tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals (NASDAQ: OSIP). The direct tender is nothing short of a hostile merger after Astellas said that OSI has refused to discuss terms.
The offer is for $52.00 per share in cash valued at approximately $3.5 billion on a fully diluted basis. Astellas notes that this offer is premium of over 40% to the recent closing stock price and it is a 53% premium over the three-month average share price. The deal is also said to not be suject to any financing terms or conditions.
In the deal, Astellas hopes to build a world-class oncology platform and expects to invest in OSI’s business and employees. Here is how Astellas describes the deal:
The acquisition of OSI – a biotechnology company primarily focused on the discovery, development and commercialization of molecular targeted therapies addressing medical needs in oncology, diabetes and obesity – would support Astellas’ growth strategy of becoming a Global Category Leader in oncology. OSI manufactures and sells Tarceva as a leading cancer medication and has several prospective new oncology medications in its R&D pipeline.
This is a hostile takeover rather than an approved and friendly merger. Astellas noted that it has made numerous attempts to engage in substantive discussions to acquire OSI. The company first raised its interest in acquiring OSI during a meeting with OSI’s CEO in January 2009. It noted that it then made its first written proposal in February 2009. It then sent letters reiterating its interest in March and June 2009 and several face-to-face meetings, including a meeting between the two CEOs on February 12, 2010. The company has maintained that OSI has refused to engage in a meaningful discussion, so Astellas is going directly to OSI stockholders.
This may not be the only or last deal either, because Astellas said it will consider all means necessary to secure a completed transaction. Astellas also intends to nominate directors at OSI’s upcoming annual meeting to give stockholders a voice in the outcome.
Stay tuned.
JON C. OGG
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2 Responses to “Hostile Mergers Back in Biotech (OSIP)”
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Is it me or I am seeing japan taking over a lot of pharma companies over the last few years.
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