-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FE+WqZKykaq7vO0Eyc/xXKyoaNOCur7u3CQM2rWaNgPXbNigajwyg5f52P4+0i8a iUS0hiWAUdVr4iudE/4xHA== 0001181431-10-031989.txt : 20100608 0001181431-10-031989.hdr.sgml : 20100608 20100608151640 ACCESSION NUMBER: 0001181431-10-031989 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100604 FILED AS OF DATE: 20100608 DATE AS OF CHANGE: 20100608 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: OSI PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000729922 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 133159796 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 631-962-2000 MAIL ADDRESS: STREET 1: 41 PINELAWN ROAD CITY: MELVILLE STATE: NY ZIP: 11747 FORMER COMPANY: FORMER CONFORMED NAME: ONCOGENE SCIENCE INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Astellas Pharma Inc. CENTRAL INDEX KEY: 0001376684 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10884407 BUSINESS ADDRESS: STREET 1: 3-11 NIHONBASHI-HONCHO 2-CHOME STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8411 BUSINESS PHONE: 81-3-3244-3231 MAIL ADDRESS: STREET 1: 3-11 NIHONBASHI-HONCHO 2-CHOME STREET 2: CHUO-KU CITY: TOKYO STATE: M0 ZIP: 103-8411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Astellas US Holding, Inc. CENTRAL INDEX KEY: 0001456894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10884406 BUSINESS ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: (847) 317-8870 MAIL ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ruby Acqusition, Inc. CENTRAL INDEX KEY: 0001484677 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15190 FILM NUMBER: 10884405 BUSINESS ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 847-317-8870 MAIL ADDRESS: STREET 1: THREE PARKWAY NORTH CITY: DEERFIELD STATE: IL ZIP: 60015 4 1 rrd278446.xml FORM 4 X0303 4 2010-06-04 0 0000729922 OSI PHARMACEUTICALS INC OSIP 0001376684 Astellas Pharma Inc. 3-11, NIHONBASHI-HONCHO 2-CHOME, CHUO-KU TOKYO M0 103-8411 JAPAN 0 0 1 0 0001456894 Astellas US Holding, Inc. THREE PARKWAY NORTH DEERFIELD IL 60015 0 0 1 0 0001484677 Ruby Acqusition, Inc. THREE PARKWAY NORTH DEERFIELD IL 60015 0 0 1 0 Common Stock, par value $0.01 per share 2010-06-04 4 P 0 1176026 57.50 A 50845062 I See Footnote 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. /s/ Linda Friedman, Authorized Officer and Attorney-in-fact 2010-06-04 EX-24. 2 rrd249535_281605.htm POWER OF ATTORNEY rrd249535_281605.html
                                POWER OF ATTORNEY

Know all by these presents, that the undersigned, Astellas Pharma Inc., hereby
constitutes and appoints each of Seigo Kashii, Linda F. Friedman and Stephen
Knowles, individually and severally, as the undersigned's true and lawful
attorney-in-fact to:

     (1) execute for and on behalf of the undersigned statements on Schedule 13D
     and Forms 3, 4 and 5, in accordance with Section 13 or Section 16 of the
     Securities Exchange Act of 1934, as amended, and the rules thereunder
     relating to the undersigned's beneficial ownership of and transactions in
     securities issued by OSI Pharmaceuticals, Inc.;

     (2) do and perform any and all acts for and on behalf of the undersigned
     which may be necessary or desirable to complete and execute any such
     statement on Schedule 13D (including without limitation, any agreement of
     joint filing) or Form 3, 4 or 5, including any electronic filing thereof,
     complete and execute any amendment or amendments thereto, and timely file
     such form with the United States Securities and Exchange Commission and any
     stock exchange or similar authority; and

     (3) take any other action of any type whatsoever in connection with the
     foregoing which, in the opinion of such attorney-in-fact, may be of benefit
     to, in the best interest of, or legally required by, the undersigned, it
     being understood that the documents executed by the attorney-in-fact on
     behalf of the undersigned pursuant to this Power of Attorney shall be in
     such form and shall contain such terms and conditions as the
     attorney-in-fact may approve in the attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that the attorney-in-fact, or such attorney-in-fact's substitute
or substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the request
of the undersigned, is not assuming any of the undersigned's responsibilities to
comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as
amended, and the rules thereunder.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file statements on Schedule 13D or Forms 3,
4 and 5, with respect to the undersigned's beneficial ownership of and
transactions in securities issued by OSI Pharmaceuticals, Inc., unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of June 2, 2010.

ASTELLAS PHARMA INC.

By:  /s/ Masafumi Nogimori
     -------------------------------------
        Name: Masafumi Nogimori
        Title: Director, President & CEO
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