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Astellas agrees to buy OSI Pharma for $4 billion
dropping MOD position due to Buyout
TOKYO (Reuters) - Astellas Pharma (Tokyo:4503.T - News), Japan's No.2 drugmaker, agreed to buy U.S. biotech OSI Pharma (NasdaqGS:OSIP - News) for $4 billion in cash in a sweetened bid that allows it to add OSI's blockbuster cancer drug Tarceva to its line-up.
Astellas, known for its urinary and transplant drugs, wants OSI to boost its U.S. footprint and oncology presence as it faces generic competition for its own drugs.
Astellas said it would pay $57.50 per OSI share, up from a previously proposed $52. The new price represents a 55 percent premium to OSI's last closing price before Astellas launched its hostile bid for the biotech firm on March 1.
The boards of directors of both companies have unanimously approved the deal, Astellas said in a statement.
"The merger with OSI provides Astellas with a top-tier oncology platform in the U.S. and an expanded product portfolio and pipelines," Astellas President Masafumi Nogimori said in the statement.
The OSI bid is Astellas' second attempt to push into the U.S. market after it failed last year with a hostile bid for CV Therapeutics. Then, Astellas refused to raise its offer and lost to Gilead Sciences (NasdaqGS:GILD - News).
Astellas shares were down 1.8 percent at 3,090 yen, underperforming a 1.4 percent decline for the broader market (Osaka:^N225 - News).
(Reporting by Nobuhiro Kubo; Editing by Charlotte Cooper)
4:13PM OSI Pharm reports Q1 (Mar) results, misses on revs (OSIP) 58.66 -0.79 : Reports Q1 (Mar) earnings of $0.63 per share, excludes items and may not be comparable to the Thomson Reuters consensus of $0.33; revenues rose 13.4% year/year to $106.6 mln vs the $115 mln consensus. OSI Pharm reports Q1 Tarceva sales of $308 mln vs. $325 Thomson Reuters Consensus. Royalties on product licenses of $40 million for the first quarter of 2010 compared to $34 million in the first quarter of 2009 from Roche - for sales of Tarceva.
1:42AM OSI Pharm: FDA approves Tarceva as a maintenance therapy for advanced non-small cell lung cancer (OSIP) 59.52 : Co announces the FDA approved the daily pill Tarceva as a maintenance treatment for patients with locally advanced or metastatic non-small cell lung cancer whose disease has not progressed after four cycles of platinum-based first-line chemotherapy. The new approval for Tarceva was based on data from the pivotal Phase III SATURN study. SATURN showed that Tarceva given as a maintenance therapy immediately after first-line chemotherapy significantly extended overall survival and significantly improved the time people with advanced NSCLC lived without the disease getting worse in a broad patient population, including squamous and non-squamous histology, compared with placebo.
4:40PM OSI Pharm: Astellas signs confidentiality agreement with OSI (OSIP) 59.30 -0.03 : Astellas Pharma (TSE: 4503) confirmed that it has entered into a confidentiality agreement with OSI Pharmaceuticals (OSIP). Under the agreement, OSI will provide Astellas with access to certain non-public information. This follows Astellas' approach to OSI after OSI's announcement that its board of directors had instructed its management and financial advisors to contact interested third parties regarding a potential transaction. Also, under the confidentiality agreement, until 11.59 p.m. EDT on May 15, 2010, Astellas will not acquire any shares pursuant to its outstanding tender offer, take any further action on the pending litigation initiated by it or file a preliminary or definitive proxy statement in connection with OSI's annual meeting. This agreement will terminate, among other things if OSI enters into or announces its intent to enter into an agreement with respect to an acquisition of OSI. There can be no assurance that an agreement with respect to an acquisition by Astellas for OSI will be reached.
6:39AM OSI Pharm: Astellas Pharma offers to acquire OSI Pharmaceuticals for $52.00/share in cash (OSIP) 37.02 : Astellas Pharma announces it will commence a tender offer to acquire all outstanding shares of common stock of OSI Pharmaceuticals (OSIP) for $52.00 per share in cash, or an aggregate of approx $3.5 bln on a fully diluted basis. The all-cash offer, set forth in Astellas' letter to OSI delivered this morning, represents a significant premium of over 40% on the closing price of OSI's common stock of $37.02 per share on February 26, 2010, a 53% premium to its three-month average of $34.01 per share, and a 31% premium to its 52-week high of $39.66 per share. Astellas' offer is not subject to any financing conditions. "This offer follows our attempts over the past 13 months to engage OSI in meaningful discussions. We firmly believe in the compelling strategic rationale behind the combination and the opportunity it provides to the OSI stockholders to realize full and fair value, in cash, immediately. As recently as February 12, 2010, Astellas presented this proposal to acquire OSI, which reflected a 50% premium on that date. However, we received a response stating that our offer 'very significantly undervalues' OSI. That response was the latest indication to us that OSI is not interested in engaging in substantive discussions. We are therefore taking our offer directly to OSI's stockholders. Our proposal and its significant premium recognize both the value created by OSI to date and its future prospects. Of course, we are open to, and we hope that OSI's Board and management will commence, discussions with us to effect a negotiated transaction."
7:32AM OSI Pharm sees mid-teen rev growth for FY10 vs the +13.7% consensus; reaffirms 10%+ EPS growth for FY10; gives update on convertible debt repurchases (OSIP) 30.44 : Co is providing an update to the preliminary rev and adjusted earnings per share growth rate guidance provided to investors at the co's recent analyst R&D day meeting on December 3, 2009. The co now believes that the 2010 overall revenue percentage growth rate will be in the mid-teens vs the +13.7% consensus and re-affirms that adjusted earnings per share will grow at 10% or more (consensus calls for 29.6% EPS growth in FY10). "Even assuming a scenario where we are unable to secure any label expansion from the ongoing sNDA application for Tarceva based on the SATURN study." The co also provided investors with an update on the re-purchase of a portion of its outstanding convertible debt bonds. As of December 22, 2009, the Company had purchased $39.5 mln face value of the 2023 convertible bonds for $37.6 mln and $40.0 mln face value of the 2038 convertible bonds for $37.4 mln. The aggregate amount of the Company's outstanding 2038 Notes, 2023 Notes and 2025 Notes at face value is now equal to $335.5 mln. The Company may, from time-to-time, continue to selectively re-purchase convertible debt bonds and common stock throughout 2010
SATURN endpoint met! Great!!
http://biz.yahoo.com/bw/081107/20081106006799.html?.v=1
This stock is unbelievable right now! Holding up extremely strong in spite of the "storm"!! It's my safe haven. All my other stocks are far down, but this one is close to it's 52 weeks high. I hope the Saturn and Beta results are good, if not, then good bye OSIP. Deep drop...
Tarceva(R) Delivers Benefits Across Broad Range Of Non-Small Cell ...
Medical News Today - Jun. 1, 2008
In a global alliance comprising OSI Pharmaceuticals, Genentech and Roche, almost clinical studies are being conducted with Tarceva at earlier...
http://www.medicalnewstoday.com/articles/109387.php
New data presented at ASCO 2008 from TRUST1, the largest non-small cell lung cancer (NSCLC) Phase IV trial ever conducted, show that a broad range of NSCLC patients treated with Tarceva (erlotinib) experience clinical benefits including longer survival, better quality of life, control of disease symptoms and control of cancer progression. NSCLC is the most common and deadly form of lung cancer suffered by over one million people worldwide2.
Of course, but as you said, they are a bit riskier... I have burnt my fingers quite a bit this year with the riskier plays, so need some solid return for a couple of months.
OSIP is somewhat shaky at times, but I believe it will grind higher. No huge one day jumps, but at least going up.
OSIP has been not but solid, my problem is a like "riskier" plays this time of the year. Many of the stocks I am playing can go 50-100% in the next few weeks, once we get them moving in the right direction.
GLTY
surf
Hey Surf,
you should have enterred OSIP! This stock currently is crazy. If it closes green today, then it's up the 11th trading day in a row. Almost 20% alone during these 11 sessions... I believe there will be a short pull back soon, so keep an eye on it. I would not be surprised if OSIP will be taken over soon. Especially Genentech or Roche are my favorite companies that might take over OSIP.
Hope all is well for you and let's hope AVNR will have some news in the near future. Otherwise it's going to be a very long waiting game....
Take care and have fun
Not in currently OSIP, I have half my funds in UltraShort ETF's, the market is too unsettling right now for me.
Hey surf, have you taken a position in OSIP? After blow out quarterly numbers, I believe there is more news to come. Some update/results on Tarceva trials are due soon and Macugen might be finally put to bed (sold) by the end of 07. Then they start with a more "blank sheet" again.
Hey surf, check the Lehmann bros reco on OSIP. Target $48 sounds good to me... I believe the Tarceva approval Japan, Januvia explosive sales, Galvus approved in EU, Eli Lilly and others working on DPIV-products, OSIP's own work on their DPIV product, new collaborations with AVEO & Ophthotech, etc. will be a good base for higher PPS for OSIP. If tomorrow's earnings are exceeding analyst's expectation, then we might be up to a good run.
The only 2 points that can/will drag OSIP are in my opinion:
- Pipeline overall does not look too strong. I hope they are working on things in the background
- Macugen divestiture takes too long now. They need to conclude by year end, otherwise they lose their face on that one
Agree. This together with the label expansion for Januvia were the big news expected early Q4. The whole Macugen divestiture will be the next thing to watch, together with news from licensors on DPIV... Exciting times for OSIP right now.
If the Merck Januvia & Janumet numbers are good, this might give a green day to OSIP in spite of the massacre day that might be ahead of us today...
No, I'm currently not in OSIP, it will be interesting to see how it trades on the news:
Tarceva(R) (erlotinib) Earns Approval for Lung Cancer Patients in Japan
Roche and OSI Pharmaceuticals, Inc. (Nasdaq: OSIP) announced today that Tarceva® (erlotinib) has been approved in Japan for the treatment of patients with nonresectable, recurrent and advanced non-small cell lung cancer (NSCLC) which is aggravated following chemotherapy. The Japanese Ministry of Health approval means that lung cancer patients in Japan will now have an important new treatment, which has been demonstrated to increase overall survival and offer an improvement in quality of life. NSCLC is suffered by over one million people worldwide. It is the most common form of lung cancer and is more deadly than colon, breast, and prostate cancers combined.1 In 2005, the number of newly diagnosed patients with NSCLC in Japan reached 85,000.2
Tarceva’s approval in Japan is based on the submission of two Phase II studies that confirmed the safety and efficacy of Tarceva in Japanese patients, along with data from the landmark, randomized, Phase III BR.21 study which compared Tarceva to placebo in patients with advanced NSCLC after failure of at least one prior chemotherapy regimen. In this study, 31% of patients receiving Tarceva were alive at one year compared to 22% in the placebo arm and patients experienced a 42.5% improvement (6.7 months vs. 4.7 months) in the length of overall survival. In addition, significantly more patients on Tarceva had improvement in cough, pain, shortness of breath and overall physical function versus patients on placebo.3 The BR.21 study, also published in the New England Journal of Medicine, has led to the approval of Tarceva in over 80 countries including the United States and the European Union for the treatment of patients with locally advanced or metastatic NSCLC after failure of at least one prior chemotherapy regimen.
Chugai Pharmaceutical, Co., Ltd., Roche's alliance partner in Japan submitted the filing for this approval on April 14, 2006 to the Japanese Ministry of Health, Labour and Welfare. Following this formal approval, Tarceva is expected to launch in Japan by early 2008.
“Tarceva has the proven ability to prolong survival and improve quality of life in patients with the most common and deadly form of lung cancer,” says William M. Burns, CEO of the Pharmaceuticals Division at Roche. “This approval in Japan underscores our commitment to ensure that eligible patients around the world will have access to this effective treatment.”
“This is a huge milestone for lung cancer patients in Japan,” said Gabriel Leung, President, (OSI) Oncology. “The Japanese authorities have recognized the proven benefits of Tarceva and have acted admirably to make a significant difference to local patients, caregivers and oncologists battling this devastating disease.”
About Lung Cancer
According to the World Health Organization, lung cancer is the most common cancer worldwide, with 1.2 million new cases annually.4 NSCLC accounts for almost 80 percent of all lung cancer cases.5 In Japan specifically, the estimated incidence of lung cancer was 85,000 cases in 2005.2
Additional Tarceva Information
Tarceva was approved by the FDA in November 2004 and in the European Union in September 2005 as monotherapy for the treatment of patients with locally advanced or metastatic non-small cell lung cancer (NSCLC) after failure of at least one chemotherapy regimen. Results from two earlier large, randomized, placebo-controlled Phase III clinical trials in first-line advanced NSCLC patients showed no clinical benefit with concurrent administration of Tarceva with doublet platinum-based chemotherapy (carboplatin and paclitaxel or gemcitabine and cisplatin) and its use is not recommended in that setting.
There have been infrequent reports of serious Interstitial Lung Disease (ILD)-like events, including fatalities, in patients receiving Tarceva for treatment of NSCLC, pancreatic cancer or other advanced solid tumors. In the pancreatic cancer trial, other serious adverse events associated with Tarceva plus gemcitabine and which may have included fatalities, were myocardial infarction/ischemia, cerebrovascular accident and microangiopathic hemolytic anemia with thrombocytopenia. When receiving Tarceva therapy, women should be advised against becoming pregnant or breastfeeding. Tarceva is pregnancy category D. The most common side effects in patients with NSCLC receiving Tarceva monotherapy 150 mg were rash and diarrhea. The most common side effects in patients with pancreatic cancer receiving the combination of Tarceva 100 mg plus gemcitabine were fatigue, rash, nausea, anorexia and diarrhea.
Tarceva is a small molecule designed to target the human epidermal growth factor receptor 1 (HER1) pathway, one of the factors critical to cell growth in NSCLC and other solid tumors. HER1, also known as EGFR, is a component of the HER signalling pathway, which plays a role in the formation and growth of numerous cancers. Tarceva is designed to inhibit the tyrosine kinase activity of the HER1 signalling pathway inside the cell, which may block tumor cell growth. Tarceva is the only HER1/EGFR-targeted therapy proven to significantly prolong survival in second-line NSCLC as a single agent.
In November 2005, the U.S. Food and Drug Administration (FDA) approved the use of Tarceva in combination with gemcitabine for the first-line treatment of patients with locally advanced, unresectable or metastatic pancreatic cancer in patients who have not received previous chemotherapy. In January 2007, the European Commission granted marketing authorization for Tarceva in combination with gemcitabine for the treatment of metastatic pancreatic cancer. Tarceva is the first drug in a Phase III trial to have shown a significant improvement in overall survival when added to gemcitabine chemotherapy as an initial treatment for pancreatic cancer.
For Tarceva full prescribing information, please call 1-877-TARCEVA or visit http://www.tarceva.com.
About Roche
Headquartered in Basel, Switzerland, Roche is one of the world’s leading research-focused healthcare groups in the fields of pharmaceuticals and diagnostics. As the world’s biggest biotech company and an innovator of products and services for the early detection, prevention, diagnosis and treatment of diseases, the Group contributes on a broad range of fronts to improving people’s health and quality of life. Roche is the world leader in in-vitro diagnostics and drugs for cancer and transplantation, a market leader in virology and active in other major therapeutic areas such as autoimmune diseases, inflammation, metabolic disorders and diseases of the central nervous system. In 2006 sales by the Pharmaceuticals Division totalled 33.3 billion Swiss francs, and the Diagnostics Division posted sales of 8.7 billion Swiss francs. Roche has R&D agreements and strategic alliances with numerous partners, including majority ownership interests in Genentech and Chugai, and invests approximately 7 billion Swiss francs a year in R&D. Worldwide, the Group employs about 75,000 people. Additional information is available on the Internet at www.roche.com.
About OSI Pharmaceuticals
OSI Pharmaceuticals is committed to "shaping medicine and changing lives" by discovering, developing and commercializing high-quality and novel pharmaceutical products designed to extend life and/or improve the quality of life for patients with cancer and diabetes/obesity. The Company's oncology programs are focused on developing molecular targeted therapies designed to change the paradigm of cancer care. OSI's diabetes/obesity efforts are committed to the generation of novel, targeted therapies for the treatment of type 2 diabetes and obesity. OSI's flagship product, Tarceva® (erlotinib), is the first drug discovered and developed by OSI to obtain FDA approval and the only EGFR inhibitor to have demonstrated the ability to improve survival in both non-small cell lung cancer and pancreatic cancer patients in certain settings. OSI markets Tarceva through partnerships with Genentech, Inc. in the United States and with Roche throughout the rest of the world. For additional information about OSI, please visit http://www.osip.com.
Roche Disclaimer: Cautionary statement regarding forward-looking statements
This document contains certain forward-looking statements. These forward-looking statements may be identified by words such as ‘believes,’ ‘expects,’ ‘anticipates,’ ‘projects,’ ‘intends,’ ‘should,’ ‘seeks,’ ‘estimates,’ ‘future’ or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this document, among others: (1) pricing and product initiatives of competitors; (2) legislative and regulatory developments and economic conditions; (3) delay or inability in obtaining regulatory approvals or bringing products to market; (4) fluctuations in currency exchange rates and general financial market conditions; (5) uncertainties in the discovery, development or marketing of new products or new uses of existing products, including without limitation negative results of clinical trials or research projects, unexpected side-effects of pipeline or marketed products; (6) increased government pricing pressures; (7) interruptions in production; (8) loss of or inability to obtain adequate protection for intellectual property rights; (9) litigation; (10) loss of key executives or other employees; and (11) adverse publicity and news coverage. The statement regarding earnings per share growth is not a profit forecast and should not be interpreted to mean that Roche’s earnings or earnings per share for any current or future period will necessarily match or exceed the historical published earnings or earnings per share of Roche.
OSI Forward-looking Statement
This news release contains forward-looking statements. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. Factors that might cause such a difference include, among others, the completion of clinical trials, the FDA review process and other governmental regulation, OSI's and its collaborators' abilities to successfully develop and commercialize drug candidates, competition from other pharmaceutical companies, the ability to effectively market products, and other factors described in OSI Pharmaceuticals' filings with the Securities and Exchange Commission.
References:
1. http://www.cancer.org/docroot/CRI/content/CRI_2_2_1x_How_Many_People _Get_Non-small_Cell_Lung_Cancer.asp?sitearea
2. A. Oshima, T. Kuroishi, K. Tajima, “Cancer White Paper -Incidence/Death/Prognosis – 2004.”
3. Shepherd FA, Pereira JR, Ciuleanu T, Tan EH, et al. Erlotinib in previously treated non-small-cell lung cancer. New England Journal of Medicine 2005; 353:123.
4. IARC. GLOBOCAN 2002. Cancer Incidence, Mortality and Prevalence Worldwide (2002 estimates). Accessed 2007 (http://www-dep.iarc.fr/).
5. Wilking N and Jonsson B. (2005) A Pan-European comparison regarding patient access to cancer drugs, Karolinska Institute in collaboration with Stockholm School of Economics, Stockholm, Sweden.
Roche
Lester B. Davis, +41-61-688-2078
lester.davis@roche.com
or
OSI Pharmaceuticals, Inc.
Kathy Galante (investors/media)
631-962-2043
or
Kim Wittig (media)
631-962-2135
Source: Business Wire (October 22, 2007 - 2:10 AM EDT)
Hey surf, are you also holding OSIP??
Today the big day: Tarceva japan approved. However, start selling only beg 2008...
Merck numbers on Januvia & Janumet will be very interesting.
GLTY
Wow, 3 upgrades in 2 weeks and the PPS is going down... I wait for the big pop once we get Tarceva Japan approved, Galvus EU and the deal with Ophthotech signed! Then I will be laughing!
Hello, anybody around?
I am curious what the pps will do today. Lot's of data seems to have been presented on Avastin too...also for Non Small Lung Cancer...
Tomorrow will be the day when OSIP presents their data shown at ASCO!
Today Bank Of America presentation, over the weekend ASCO meetings and June 5th the summary of the ASCO presentations! That sounds like a busy time and OSIP Management said that at ASCO lots of data related to Tarceva will be presented! Let's see
Anybody interested to participate on this board? I will be checking frequently.
Looks like I am still the only one here... I could write OT messages to myself or answer my questions about the ASCO presentation and the data they might present.
But I am not giving up so easily... LOL
Looks like I have to be the only lonely poster. I might have to put all of my 15 daily posts on this board early in the morning to makt it on the most active boards to potentially attract anybody... LOL
Not even the moderator is here for me... Oh lonely me...
I was following OSIP on the Yahoo Message board, however, didn't want to sign in on that one as the format was just changed when I was ready to sign. Anyway, if either any of the great poster from there Ricardouno, creephi, saandscript, lovelyonesea (who is the remaining continous poster there) want to come over here, I would welcome it!
Nobody invested in OSIP? Any idea of the data they are going to show at ASCO and pipeline? tx.
AP
OSI and Pfizer to Test Eye Drug
Monday June 26, 5:06 pm ET
OSI Pharmaceuticals and Pfizer to Test Macugen for Long-Term Treatment of Retinal Disease
NEW YORK (AP) -- Drug companies OSI Pharmaceuticals Inc. and Pfizer Inc. said Monday they will begin testing an existing drug's long-term effectiveness in treating patients with a retinal disease.
OSI Eyetech and Pfizer Opthalmics, divisions of the two pharmaceutical companies, co-market Macugen, a drug to treat an eye disease in which abnormal blood vessels grow and leak into part of the retina, causing vision loss and sometimes blindness.
Macugen was approved by the Food and Drug Administration in 2004 to treat neovascular age-related macular degeneration. Now, the companies will start a Phase IV trial to test the drug's effectiveness and safety as a maintenance treatment for the disease. The primary endpoint of the 54-week study is the percentage of subjects whose vision stays stable or improves. The study will enroll up to 1,000 patients.
Shares of OSI Pharmaceuticals rose 12 cents to close at $31.88 on the Nasdaq. Pfizer's shares closed up 37 cents to $23.01 on the New York Stock Exchange.
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http://finance.yahoo.com/q/ks?s=OSIP+Key+Statistics
OSI Pharmaceuticals, Inc. engages in the discovery, development, and commercialization of pharmaceutical products for the treatment of oncology, ophthalmology, and diabetic diseases in the United States. Its product Tarceva, an oral small molecule inhibitor of the epidermal growth factor receptor. The company also offers Macugen for the treatment of neovascular age-related macular degeneration; Novantrone, an anthracenedione, which is used as intravenous chemotherapy agent, as well as for the treatment of nonlymphocytic leukemia, and the relief of pain associated with hormone refractory prostate cancer; and Gelclair, a bioadherant oral gel for the relief of pain associated with oral mucositis. In addition, the company offers OSI-930, a tyrosine kinase inhibitor, designed to target cancer cell proliferation and blood vessel growth, or angiogenesis, in selected tumors completed Phase I dose escalation studies; OSI-906, a tyrosine kinase inhibitor, that acts as a selective inhibitor and stimulates proliferation, enables oncogenic transformation and suppresses apoptosis; and PSN9301 is in Phase II clinical trials for the treatment of type 2 diabetes. In addition, OSI Pharmaceuticals, through its collaborative drug discovery program with Pfizer, develops CP-547,632, which targets vascular endothelial growth factor receptor and is in Phase II trials; and CP-868,596 that targets tumor derived angiogenesis and is in Phase I trials. Further, through its subsidiary, provides diabetes and obesity treatment in the United Kingdom. The company also has collaboration agreements with Cold Spring Harbor Laboratory; Genentech, Inc.; and Roche. OSI Pharmaceuticals was founded in 1983 and is headquartered in Melville, New York.
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