OSI Pharmaceuticals and Eyetech Pharmaceuticals Announce Signing of Definitive Merger Agreement; Acquisition Projected to be Acc
2005年8月22日 - 8:45AM
ビジネスワイヤ(英語)
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) and Eyetech
Pharmaceuticals, Inc. (NASDAQ: EYET) today announced that they have
entered into a definitive merger agreement whereby OSI has agreed
to acquire Eyetech, a biopharmaceutical company that focuses on the
development and commercialization of novel therapeutics to treat
eye diseases. Under the merger agreement, OSI will acquire all
outstanding shares of Eyetech common stock at a price of $20 per
share in a combination of cash and OSI common stock, for an
aggregate purchase price of approximately $935 million,
representing a 43 percent premium over Eyetech's $13.99 closing
share price on August 19, 2005. The merger agreement calls for 75
percent of the purchase price, or $15 per share, to be paid in cash
with the remaining 25 percent to be paid in OSI common stock using
an exchange ratio of 0.12275 OSI shares for each share of Eyetech.
Approximately 5.7 million OSI shares will be issued in the
transaction. The acquisition is subject to a number of closing
conditions, including Eyetech stockholder approval and regulatory
approvals, and the parties expect to close the transaction by the
end of 2005. Eyetech will seek stockholder approval of the
transaction at a special meeting called to consider the merger, the
date of which will be announced following completion of initial
regulatory filings. "The acquisition of Eyetech represents the rare
opportunity to combine two inherently strong growth stories and
create a dynamic new entity with real strength. The combination of
OSI and Eyetech will create a substantial biopharmaceutical company
with over $600 million of projected revenues in 2006 and strong
growth prospects for the future," commented Colin Goddard, Ph.D.,
Chief Executive Officer of OSI Pharmaceuticals. "We believe the
proposed transaction will deliver scale to OSI's current business,
bring forward profitability and provide for double-digit revenue
growth over the next five years. Moving forward, we anticipate that
OSI will be a profitable enterprise with three high quality
business units in the attractive commercial arenas of oncology, eye
diseases and diabetes, possess a pipeline of high quality drug
candidates and be led by an experienced and deep management team.
We are also delighted to bring into the OSI family a dedicated and
talented Eyetech team that is focused on improving the health and
well being of patients afflicted with devastating eye diseases such
as macular degeneration and diabetic macular edema." "OSI is the
ideal partner for Eyetech," said David R. Guyer, M.D., Chief
Executive Officer of Eyetech Pharmaceuticals. "With OSI, we create
a powerful new biopharmaceutical franchise, one with scale, depth
of resources as well as strength and security of a diversified and
growing revenue base. This transaction provides our shareholders
with good value for their equity and our employees with an
opportunity for an even more exciting future. I am thrilled by the
opportunity to work with Colin Goddard and his management team, as
we move into the next exciting phase of our development and growth
together." Strong Financials Drive Accretive Growth With combined
revenues of over $600 million projected for 2006, OSI will be well
positioned to accelerate profitability into 2006. Moving beyond
2006, OSI believes that revenues of the combined company will grow
at a compound annual growth rate in the mid-teens for the five-year
period starting in 2007, and that EBITDA and adjusted EPS (which
excludes the amortization of identifiable intangible assets related
to this transaction) compound annual growth rates during the same
period will be greater than 30 percent and 25 percent,
respectively, creating a strong growth company further supported by
a dynamic product portfolio and pipeline. The proposed transaction
is projected to be accretive to OSI on a cumulative basis for both
adjusted and GAAP EPS over the next four years. OSI has developed
these projections based on what management believes is a
conservative assessment of the current and future competitive
environment for neovascular age-related macular degeneration (AMD)
and the science behind Macugen(R), and included some assumptions
for synergies and cost savings that will result as Eyetech
transitions from a public company to a business unit of OSI. A
Diversified Biopharmaceutical Company Focused On Three Significant
Therapeutic Areas The acquisition of Eyetech by OSI creates a
diversified biopharmaceutical company that focuses on three
therapeutic disease areas of significant market potential:
oncology, eye diseases and diabetes. The combined company will have
two major marketed products (for the treatment of cancer and
age-related macular degeneration) and a robust product pipeline
offering both new indications for the marketed products and novel
therapeutics in all three disease areas. Tarceva(R) and Macugen are
two of the most exciting and novel biotech products launched in
recent years. Tarceva is the first EGFR inhibitor to demonstrate
improved survival in both non-small cell lung cancer (NSCLC) and
pancreatic cancer, two of the most deadly forms of cancer. Tarceva
is approved in the United States for advanced NSCLC and is the
subject of a supplemental New Drug Application under review with
the FDA for the treatment of pancreatic cancer. Macugen is a novel
first in class therapeutic that selectively binds to the
pathological isoform of Vascular Endothelial Growth Factor (VEGF)
to treat all forms of neovascular AMD including occult, minimally
classic and predominantly classic lesion subtypes. Both Tarceva and
Macugen are expected to be launched in the European Union by early
2006. Tarceva has ongoing or planned Phase III trials in front-line
and adjuvant NSCLC and in ovarian and colorectal cancers. On the
basis of strong Phase II results, Macugen is scheduled to begin
Phase III trials for the treatment of Diabetic Macular Edema in
2005, and is also being studied for the treatment of Retinal Vein
Occlusion. The combined company will also have five innovative
product candidates in development. The clinical pipeline will
include (OSI) Prosidion's lead compound, PSN9301, a Dipeptidyl
Peptidase IV (DPIV) inhibitor currently in Phase II clinical
trials, the glycogen phosphorylase inhibitor (PSN357) currently in
a Phase I clinical trial and (OSI) Oncology's novel c-kit/KDR
inhibitor (OSI-930) which is in Phase I trials. Eyetech's novel
PDGF inhibitor (E10030) for neovascular AMD, and (OSI) Prosidion's
glucokinase activator (PSN010) are also scheduled to enter clinical
trials over the next six months. OSI Business Model Combines
Stand-Alone Business Units With Strong Corporate Operations And
Core Expertise During the last year, OSI has evolved a business
model that combines separate business units with centralized
corporate planning, operations, R&D technical operations and
manufacturing expertise. This model allows the efficient management
of independent business teams and, along with favorable geography,
will facilitate a seamless integration of Eyetech following
completion of the merger. Dr. David Guyer will join OSI
Pharmaceuticals as Executive Vice President and CEO of the (OSI)
Eyetech subsidiary with Mr. Paul Chaney and Dr. Tony Adamis also
continuing in their current roles to establish a strong (OSI)
Eyetech leadership team within OSI. Bear, Stearns & Co. Inc. is
acting as the exclusive financial advisor to OSI . Merrill Lynch
& Co. is acting as the exclusive financial advisor to Eyetech
in connection with this transaction. L.E.K. Consulting have also
provided advice to OSI on the transaction. The firms of Mintz Levin
Cohn Ferris Glovsky and Popeo PC and Wilmer Cutler Pickering Hale
and Dorr LLP have served as counsel to OSI and Eyetech,
respectively. Conference Call / Webcast OSI and Eyetech will host a
conference call and webcast on August 22, 2005 at 8:00AM (Eastern
Time). To access the live call or the seven-day archive via the
Internet, log on to www.osip.com. Please connect to the website at
least 15 minutes prior to the conference call to ensure adequate
time for any software download that may be needed to access the
webcast. Alternatively, please call 1-800-259-0251 (U.S.) or
1-617-614-3671 (international) to listen to the call. The
conference ID number is 39146380. Telephone and internet replay
will be available following the filing of the transcript of the
call with the Securities and Exchange Commission through September
5, 2005. To access the replay, please call 1-888-286-8010 (U.S.) or
1-617-801-6888 (international) and reference ID number 82062251.
About OSI Pharmaceuticals OSI Pharmaceuticals is committed to
"shaping medicines and changing lives" by discovering, developing
and commercializing high-quality and novel pharmaceutical products
that extend life or improve the quality of life for cancer and
diabetes patients worldwide. The company operates through two
business teams, (OSI) Oncology and (OSI) Prosidion. (OSI) Oncology
is focused on developing molecular targeted therapies designed to
change the paradigm of cancer care. (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 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. OSI markets Tarceva
through partnerships with Genentech, Inc. in the U.S. and with
Roche throughout the rest of the world. For additional information
about OSI, please visit http://www.osip.com. In addition to
Tarceva, (OSI) Oncology exclusively markets Novantrone(R)
(mitoxantrone concentrate for injection) for its approved oncology
indications and markets Gelclair(R) Bioadherent Oral Gel for the
relief of pain associated with oral mucositis. The research and
development pipeline consists of novel molecularly targeted
anti-cancer agents focused on signal transduction pathways involved
in cell proliferation, apoptosis and angiogenesis. The most
advanced of these programs, targeting the co-inhibition of
c-kit/KDR, has two candidates in development. (OSI) Prosidion is
the diabetes and obesity business team within OSI Pharmaceuticals,
dedicated to the discovery and development of novel drugs for the
treatment of type 2 diabetes and obesity. (OSI) Prosidion's lead
compound, PSN9301, is a Dipeptidyl Peptidase IV (DPIV) inhibitor
currently in Phase II clinical trials. Other product candidates
include a glycogen phosphorylase inhibitor currently in a Phase I
clinical trial and a glucokinase activator scheduled to enter
clinical trials in 2005. (OSI) Prosidion owns or has licensing
rights to a portfolio of DPIV medical use patents with claims
covering DPIV as a target for anti-diabetes therapy and the use of
combinations of DPIV inhibitors with other anti-diabetes drugs such
as metformin. A number of non-exclusive licenses to the patent
estate have been granted to major pharmaceutical companies. (OSI)
Prosidion operates through OSI's wholly-owned subsidiary, Prosidion
Limited, in Oxford, U.K. For additional information about
Prosidion, please visit http://www.prosidion.com. About Eyetech
Eyetech Pharmaceuticals, Inc. is a biopharmaceutical company that
specializes in the development and commercialization of novel
therapeutics to treat diseases of the eye. Eyetech's initial focus
is on diseases affecting the back of the eye. Eyetech is
commercializing and further developing Macugen(R) (pegaptanib
sodium injection) with Pfizer Inc for the treatment of neovascular
AMD. Macugen is also being studied for other indications, including
DME and RVO. Additional Information About the Merger And Where To
Find It OSI intends to file a registration statement on Form S-4
with the Securities and Exchange Commission (SEC) containing a
proxy statement/prospectus in connection with the proposed merger.
The proxy statement/prospectus will be mailed to the stockholders
of Eyetech to consider and vote upon the proposed merger. Investors
and stockholders are urged to carefully read the proxy
statement/prospectus and other relevant materials filed with the
SEC when they become available because they will contain important
information about OSI, Eyetech, the merger, and other related
matters. Investors and stockholders may obtain free copies of these
documents (when they are available) and other documents filed with
the SEC at the SEC's web site at www.sec.gov. These documents can
also be obtained for free from OSI by directing a request to OSI
Investor Relations at 631-962-2000 and for free from Eyetech by
directing a request to Eyetech Investor Relations at 212-824-3100.
Participants in the Merger OSI, Eyetech and their respective
executive officers, directors and other members of management or
employees may be deemed to be participants in the solicitation of
proxies from Eyetech stockholders with respect to the transactions
contemplated by the merger agreement. Information regarding OSI's
executive officers and directors is available in OSI's Annual
Report on Form 10-K for the year ended September 30, 2004 and its
proxy statement dated February 2, 2005 for its 2005 Annual Meeting
of Stockholders, which are filed with the SEC. Information
regarding Eyetech's officers and directors is available in
Eyetech's Annual Report on Form 10-K for the year ended December
31, 2004, its proxy statement dated April 11, 2005 for its 2005
Annual Meeting of Stockholders and its Current Report on Form 8-K
dated June 15, 2005, which are filed with the SEC. You can obtain
free copies of these documents from OSI and Eyetech using the
contact information above. Additional information regarding
interests of such participants will be included in the registration
statement containing the proxy statement/prospectus that will be
filed with the SEC and available free of charge as indicated above.
In addition, in connection with the execution of the merger
agreement, 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
letter agreements with OSI setting forth the terms under which
these individuals will continue their employment with OSI following
the merger. Furthermore, in connection with the execution of the
merger agreement, Eyetech's Board of Directors authorized the
payment of transaction completion bonuses in the aggregate amount
of $350,000. The recipients of these bonuses, and the amounts they
may receive, will be determined by Eyetech's Board of Directors
based on the recommendation of its Compensation Committee. Such
recipients may include executive officers of Eyetech. Additional
information regarding these arrangements and the interests of such
participants will be included in the registration statement
containing the proxy statement/prospectus that will be filed with
the SEC and available free of charge as indicated above. Safe
Harbor for Forward-Looking Statements This document contains
"forward-looking" statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are
typically preceded by words such as "believes," " expects,"
"anticipates," "intends," "will," "may," "should," or similar
expressions. These forward-looking statements are subject to risks
and uncertainties that may cause actual future experience and
results to differ materially from those discussed in these
forward-looking statements. Important factors that might cause such
a difference include, but are not limited to, the ability of
Eyetech to obtain stockholder approval of the merger; the
possibility that the merger will not close or that the closing will
be delayed; the challenges and costs of integrating the operations
and personnel of Eyetech; reaction of customers of Eyetech and OSI
and related risks of maintaining pre-existing relationships of
Eyetech and OSI; the impact of acquisitions and divestitures on the
synergies of OSI's programs; competitive factors, including pricing
pressures; the success of research and development activities; and
other events and factors disclosed previously and from time to time
in OSI's and Eyetech's filings with the Securities and Exchange
Commission, including OSI's Annual Report on Form 10-K for the year
ended September 30, 2004 and Eyetech's Quarterly Report on Form
10-Q for the quarter ended June 30, 2005. Except for OSI's and
Eyetech's ongoing obligations to disclose material information
under the federal securities laws, OSI and Eyetech disclaim any
obligation to update any forward-looking statements after the date
of this document. This document is not an offer to sell shares of
OSI securities which may be issued in the proposed merger. Such OSI
common stock is offered only by means of the proxy
statement/prospectus referred to herein.
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