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OSI Pharmaceuticals board rejects hostile takeover bid

The board of directors of OSI Pharmaceuticals Inc. has rejected a $52-a-share hostile takeover from a subsidiary of a Japanese company, saying it "does not fully reflect OSI's fundamental, intrinsic value."

However, the Melville-based company's directors didn't close the door fully on the idea of OSI's being acquired.

"The board of directors has instructed OSI management, with the assistance of the company's financial advisers, to contact appropriate third parties in order to explore the availability of a transaction that reflects the full intrinsic value of the company," OSI said in a news release.

The offer by Deerfield, Ill.-based Astellas U.S. Holding Inc., a subsidiary of Tokyo-based Astellas Pharma Inc., caused OSI shares to soar more than 40 percent in early March on news that the subsidiary would go directly to shareholders with the $52 cash offer.

OSI closed Feb. 26 at $36.62 on trading volume of about 1 million shares, and rose the following trading day - after the Astellas offer - to close at $57, with 36 million shares changing hands. OSI, whose research focuses on drugs for cancer and diabetes, is in the process of moving to Westchester County. OSI shares were up 34 cents Monday to close at $58.02

Astellas U.S. Holding Inc. has filed a lawsuit in Delaware against OSI and its directors to prevent them from obstructing the attempted takeover, Astellas said.

OSI's Monday rejection announcement came "after careful review and consideration with the assistance of OSI's management and outside legal and financial advisers", OSI said.

"We believe that OSI is a unique asset - the only profitable, mid-cap biotech company with a growing, high quality and fully integrated oncology franchise and a strong diabetes and obesity franchise which also has a proven track-record of success," OSI board chairman Robert A. Ingram said in the news release.OSI's financial advisers are Centerview Partners Llc and Lazard; its legal adviser is Skadden, Arps, Slate, Meagher & Flom.

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