3//SEC Filing
OSI PHARMACEUTICALS INC 3
Accession 0001181431-10-031701
CIK 0000729922operating
Filed
Jun 6, 8:00 PM ET
Accepted
Jun 7, 4:31 PM ET
Size
8.9 KB
Accession
0001181431-10-031701
Insider Transaction Report
Form 3
Ruby Acqusition, Inc.
10% Owner
Holdings
- 49,669,036(indirect: See footnotes)
Common Stock, par value $0.01 per share
Astellas Pharma Inc.
10% Owner
Holdings
- 49,669,036(indirect: See footnotes)
Common Stock, par value $0.01 per share
Astellas US Holding, Inc.
10% Owner
Holdings
- 49,669,036(indirect: See footnotes)
Common Stock, par value $0.01 per share
Footnotes (2)
- [F1]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.
- [F2]The Offer expired at 12:00 midnight, New York City time on June 2, 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 An aggregate of 54,176,003 Shares were validly tendered and not withdrawn (including certain Shares tendered under guaranteed delivery procedures), representing approximately 88% of the Issuer's ourstanding Shares. On June 3, 2010, Purchaser accepted for payment all validly tendered and not withdrawn Shares (excluding certain Shares tendered under guaranteed delivery procedures). 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 indirect beneficial owner of such shares of common stock of the Issuer held by Purchaser and AUSH.
Documents
Issuer
OSI PHARMACEUTICALS INC
CIK 0000729922
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000729922
Filing Metadata
- Form type
- 3
- Filed
- Jun 6, 8:00 PM ET
- Accepted
- Jun 7, 4:31 PM ET
- Size
- 8.9 KB