Astellas’ latest offer to buy out OSI at a 50% premium on February 12, 2010 was rejected by OSI as ”too low’.
Astellas said that it will now take its offer directly to OSI shareholders and commence a tender offer to acquire all the outstanding common stock of OSI for $52 per share, or about $3.5bn in an all-cash deal. Astellas’ offer represents a premium of over 40% to OSI’s closing price of $37.02 on February 26.
In response, OSI advocated its shareholders against acting on the offer until directors had reviewed it. It has also confirmed that it had received a verbal proposal from Astrellas for a $52-a-share offer last month.
The New York based pharmaceutical company said that its board of directors, after consultation with its financial and legal advisors, determined that it was not interested in undertaking a sale of OSI at that price, since it believes Astellas’ proposal very significantly undervalues the company.
Astellas sued OSI, over its rejection of a $52-a-share takeover bid, in Delaware Chancery Court, saying OSI’s board was not acting in investors’ best interests.
According to the lawsuit, the lawyers of the Japanese drug maker are seeking a judge to nullify OSI’s corporate anti-takeover defenses and order the the OSI’s directors to take appropriate actions in good faith to evaluate and negotiate the offer.
Astellas has said that it began discussions with OSI more than a year ago and will nominate directors to OSI’s board in pursuit of its bid.
Stan Neve, a spokesman for Astellas, said in a telephonic interview: “We’re seeking to compel OSI’s directors to act in accordance with their fiduciary duties to OSI’s stockholders. The board’s actions are preventing OSI investors “from realizing the value our offer provides,” reported BusinessWeek.