Astellas Pharma to Acquire OSI

Astellas Pharma recently entered into a definitive agreement to acquire OSI Pharmaceuticals (OSIP) for $57.50 per share, which represents a premium of about 10.6% to Astellas’ earlier offer of $52 per share. The board of directors of both companies approved the all-cash transaction, which values OSI Pharmaceuticals at about $4 billion.

Astellas’ bid to acquire OSI Pharmaceuticals first hit headlines on March 2, 2010, when the company announced that its indirect subsidiary, Ruby Acquisition, had commenced a cash tender offer at $52 per share. Prior to expiration of that offer on March 31, 2010, Astellas extended the same through April 23, 2010. Subsequently, Astellas again extended its tender offer until May 17, 2010.

Astellas, located in Tokyo, Japan, is a pharmaceutical company, with US sales of about $1.9 billion. It has drugs for multiple indications, and its major pipeline drug includes Kynapid (vernakalant hydrochloride), an investigational atrial selective antiarrhythmic drug for the treatment of atrial fibrillation, which is the irregular rhythm in the heart’s upper chamber.

The acquisition of OSI Pharmaceuticals will broaden Astellas’ portfolio of oncology products, a high priority therapeutic area. OSIP’s flagship product, Tarceva, is approved in the U.S. as maintenance therapy for advanced non-small cell lung cancer (NSCLC). The goal of the maintenance therapy is to provide an active treatment for patients whose disease either responded to -- or was stable following -- initial chemotherapy before their cancer worsens.

Earlier, on April 29, 2010, OSI Pharmaceuticals declared that its international partner, Roche (RHHBY), received approval from the European Commission for Tarceva as a monotherapy maintenance treatment for patients with advanced NSCLC whose disease remains largely unchanged (stable disease) after platinum-based initial chemotherapy. The company reported Tarceva-related sales of $92.3 million in the latest quarter.

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Read the full analyst report on RHHBY