10.11.2005 17:22:00
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OSI Pharmaceuticals Updates Status of Pending Acquisition of Eyetech Pharmaceuticals
Eyetech held its special meeting of stockholders today to consideradoption of the merger agreement with OSI. At that meeting, themajority of Eyetech's outstanding shares of common stock were voted infavor of adoption of the merger agreement.
OSI has advised Eyetech that OSI's board of directors wants toassess, prior to closing of the acquisition, the possible impact ofGenentech, Inc.'s November 7, 2005 announcement of preliminary datafrom a Phase III clinical study called ANCHOR of Genentech'sLucentis(TM) (ranibizumab) product candidate. Under the terms of themerger agreement, OSI and Eyetech need to mutually agree on a closingdate for the merger, which must be within two business days of allconditions of the merger agreement being satisfied. OSI has furtheradvised Eyetech that OSI has made no decision at this time not toproceed with the closing, and that OSI wants the additional time ascalled for in the merger agreement to allow OSI's board of directorsto fulfill its fiduciary obligation to assess the implications of theLucentis data.
About OSI Pharmaceuticals
OSI Pharmaceuticals is committed to "shaping medicines andchanging lives" by discovering, developing and commercializinghigh-quality and novel pharmaceutical products that extend life orimprove the quality of life for cancer and diabetes patientsworldwide. The company operates through two business teams, (OSI)Oncology and (OSI) Prosidion. (OSI) Oncology is focused on developingmolecular targeted therapies designed to change the paradigm of cancercare. (OSI) Prosidion is committed to the generation of novel,targeted therapies for the treatment of type 2 diabetes and obesity.OSI's flagship product, Tarceva(R) (erlotinib), is the first drugdiscovered and developed by OSI to obtain FDA approval and the onlyEGFR inhibitor to have demonstrated the ability to improve survival inboth non-small cell lung cancer and pancreatic cancer patients. OSImarkets Tarceva through partnerships with Genentech, Inc. in the U.S.and with Roche throughout the rest of the world. For additionalinformation about OSI, please visit http://www.osip.com.
This news release contains forward-looking statements. Thesestatements are subject to known and unknown risks and uncertaintiesthat may cause actual future experience and results to differmaterially from the statements made. Factors that might cause such adifference include, among others, the completion of clinical trials;the FDA review process and other governmental regulation; OSI's andits collaborators' abilities to successfully develop and commercializedrug candidates; competition from other pharmaceutical companies; theability to effectively market products; the possibility that themerger will not close or that the closing will be delayed; thechallenges and costs of integrating the operations and personnel ofEyetech; reaction of customers of Eyetech and OSI and related risks ofmaintaining pre-existing relationships of Eyetech and OSI; the impactof acquisitions and divestitures on the synergies of OSI's programs;and other factors described in OSI Pharmaceuticals' filings with theSecurities and Exchange Commission.
Additional Information About the Merger and Where To Find It
OSI and Eyetech have entered into a definitive merger agreementwhereby OSI has agreed to acquire Eyetech. OSI filed a registrationstatement on Form S-4 with the Securities and Exchange Commission(SEC) containing a proxy statement/prospectus in connection with theproposed merger. The registration statement has been declaredeffective and the proxy statement/prospectus has been mailed to thestockholders of Eyetech to consider and vote upon the proposed mergerat a special meeting on November 10, 2005. Investors and stockholdersare urged to carefully read the proxy statement/prospectus and otherrelevant materials filed with the SEC because they contain importantinformation about OSI, Eyetech, the merger, and other related matters.Investors and stockholders may obtain free copies of these documentsand other documents filed with the SEC at the SEC's web site atwww.sec.gov. These documents can also be obtained for free from OSI bydirecting a request to OSI Investor Relations at 631-962-2000 and forfree from Eyetech by directing a request to Eyetech Investor Relationsat 212-824-3100.
Participants in the Merger
OSI, Eyetech and their respective executive officers, directorsand other members of management or employees may be deemed to beparticipants in the solicitation of proxies from Eyetech stockholderswith respect to the transactions contemplated by the merger agreement.Information regarding OSI's executive officers and directors isavailable in OSI's Annual Report on Form 10-K for the year endedSeptember 30, 2004 and its proxy statement dated February 2, 2005 forits 2005 Annual Meeting of Stockholders, which are filed with the SEC.Information regarding Eyetech's executive officers and directors isavailable in Eyetech's Annual Report on Form 10-K for the year endedDecember 31, 2004, its proxy statement dated April 11, 2005 for its2005 Annual Meeting of Stockholders and its Current Report on Form 8-Kdated June 15, 2005, which are filed with the SEC. You can obtain freecopies of these documents from OSI and Eyetech using the contactinformation above. Additional information regarding interests of suchparticipants are included in the registration statement containing theproxy statement/prospectus that has been filed with the SEC and isavailable free of charge as indicated above.
In addition, in connection with the execution of the mergeragreement, Dr. David Guyer, Eyetech's Chief Executive Officer, Paul G.Chaney, Eyetech's Chief Operating Officer, and Dr. Anthony P. Adamis,Eyetech's Chief Scientific Officer, have entered into letteragreements with OSI setting forth the terms under which theseindividuals will continue their employment with OSI following themerger. Furthermore, in connection with the execution of the mergeragreement, Eyetech's Board of Directors authorized the payment oftransaction completion bonuses in the aggregate amount of $350,000.The recipients of these bonuses, and the amounts they may receive, aredetermined by Eyetech's Board of Directors based on the recommendationof its Compensation Committee. Such recipients may include executiveofficers of Eyetech. Additional information regarding thesearrangements and the interests of such participants is included in theregistration statement containing the proxy statement/prospectus thathas been filed with the SEC and is available free of charge asindicated above.
This press release is not an offer to sell shares of OSIsecurities which may be issued in the proposed merger. Such OSI commonstock is offered only by means of the proxy statement / prospectusreferred to herein.
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