- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2010-06-08 13:00:00
- Reporting Period:
- Filing Date:
- Accepted Time:
- 2010-06-08 15:16:40
- SEC Url:
- Form 4 Filing
|Cik||Name||Symbol||Sector (SIC)||IRS No|
|729922||Osi Pharmaceuticals Inc||OSIP||In Vitro & In Vivo Diagnostic Substances (2835)||133159796|
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|1376684||Astellas Pharma Inc.||3-11, Nihonbashi-Honcho |
Tokyo M0 103-8411
|1456894||Astellas Us Holding, Inc.||Three Parkway North |
Deerfield IL 60015
|1484677||Ruby Acqusition, Inc.||Three Parkway North |
Deerfield IL 60015
Reported Non-Derivative Transactions
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Common Stock, Par Value $0.01 Per Share||Acquisiton||2010-06-04||1,176,026||$57.50||50,845,062||No||4||P||Indirect||See Footnote|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
- Astellas Pharma Inc. ("Astellas"), Astellas US Holding, Inc., a wholly-owned subsidiary of Astellas ("AUSH"), Ruby Acquisition, Inc., a wholly-owned subsidiary of AUSH ("Purchaser") and OSI Pharmaceuticals, Inc. (the "Issuer"), entered into an Agreement and Plan of Merger, dated as of May 16, 2010, pursuant to which Purchaser conducted a cash tender offer (the "Offer") to purchase all outstanding shares (the "Shares") of common stock, par value $0.01 per Share, of the Issuer, at a price of $57.50 per Share, net to the seller in cash, and subject to the terms and conditions set forth in the Offer to Purchase, dated March 2, 2010, as amended and including the Amendment and Supplement to the Offer to Purchase attached as an exhibit to the Tender Offer Statement on Schedule TO filed by Astellas, AUSH and Purchaser with the Securities and Exchange Commission on May 19, 2010.
- The Offer expired at 12:00 midnight, New York City time on June 2, 2010. On June 3, 2010, an aggregate of 54,176,003 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 88% of the Issuers outstanding common stock. On June 3, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures). Also on June 3, 2010, Astellas and Purchaser commenced a subsequent offering period (the "Subsequent Offering Period"), which, unless extended, will expire at 12:00 midnight, New York City time, on Monday, June 7, 2010.
- Shares acquired by Purchaser during the Subsequent Offering Period.
- Includes Shares acquired by Purchaser during the Subsequent Offering Period as of the date of the reported acquisition.
- Purchaser is the owner of the Shares purchased in the Offer. Prior to the commencement of the Offer on February 18, 2010, AUSH acquired 1,000 Shares through ordinary brokerage transactions at prevailing market prices. Astellas may be deemed to be the beneficial owner of such shares of common stock of the Issuer held by Purchaser and AUSH.