You'll remember that
Astellas made a hostile offer for OSI Pharmaceuticals earlier in the month. Along with their offer, they
sued in Delaware to get the OSI board to consider the offer. Well, the
board has considered the offer ($52/sh cash, a 40% premium) and has rejected it.
Here's part of their statement:
analyzing and considering Astellas' offer, the Board has unanimously concluded
that the offer does not fully reflect OSI's fundamental, intrinsic value. We
believe that OSI is a unique asset - the only profitable, mid-cap biotech
company with a growing, high quality and fully integrated oncology franchise
and a strong diabetes and obesity franchise which also has a proven
track-record of success. The OSI Board takes its fiduciary duties seriously and
will continue to do what's right for OSI stockholders. In that regard, the
Board of Directors has instructed OSI management, with the assistance of the
Company's financial advisors, to contact appropriate third parties in order to
explore the availability of a transaction that reflects the full intrinsic
value of the Company.".
The full text of the
OSI board's letter to shareholders can be found here.
too happy with that response, Astellas has now launched a proxy battle at the
next annual shareholders meeting of OSI - putting up a slate of 10 director nominees whose jobs it will be to deliver the company to Astellas.
OSI responded this morning by simply stating, "OSI
believes the Astellas director nominees' only mandate is to support Astellas in
acquiring OSI at an inadequate price."
OK, so not a full-throated endorsement.
is starting to have the feel of the 1980s again. Who said the hostile
acquisition was dead?!
Read more about Mergers &
Acquisitions at the M&A Law Prof Blog.