OSI Pharmaceuticals' 2% Senior Subordinated Notes due 2025 to remain convertible through July 19, 2010

Jun 19 2010

OSI Pharmaceuticals, Inc. (the "Company") announced today that its 2% Convertible Senior Subordinated Notes due 2025 (the "notes") are convertible at the option of the holders and will remain convertible at least through July 19, 2010, as provided for in the Indenture (the "Indenture") governing the notes.

The notes became convertible on June 18, 2010, when the delisting of the Company's common stock from the NASDAQ Global Select Market became effective (the "Delisting"). The Delisting constitutes a Fundamental Change under the Indenture, and this announcement is made for purposes of Section 3.9 and 4.1 of the Indenture. During the thirty (30) day period after the announcement of the Fundamental Change, holders of the notes may convert the notes as a result of such Fundamental Change. The conversion period relating to the Delisting will continue through and including July 19, 2010.

The Company has elected, pursuant to the Indenture, to satisfy its conversion obligation in cash. The notes are convertible at the conversion rate of 33.9847 shares of common stock of the Company per $1,000 principal amount of each note.

As previously announced, the notes also became convertible on June 3, 2010 when, pursuant to a tender offer and acceptance of tendered shares, Astellas Pharma Inc. ("Astellas") became the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the Company's outstanding common stock (the "Tender Offer Completion"). The notes remain convertible in connection with the Tender Offer Completion through July 6, 2010.

In addition, as previously announced, the notes also became convertible on June 8, 2010, pursuant to the Agreement and Plan of Merger, dated May 16, 2010, as amended on June 3, 2010, by and among Astellas, certain of its affiliates and the Company, pursuant to which the Company merged with an indirect subsidiary of Astellas (the "Merger"). The notes remain convertible in connection with the Merger through July 9, 2010.

Also, as previously announced, the notes became convertible on April 1, 2010 as a result of the satisfaction of the market price condition under the Indenture. Since this condition is expected to be satisfied in the second quarter of 2010, the notes are expected to remain convertible in the third quarter of 2010.

To exercise their conversion right as a result of the Delisting, holders must surrender the notes for conversion to the conversion agent at any time on or before July 19, 2010 and follow the applicable depository procedures or, in the case of notes in the certificated form, surrender the notes to the conversion agent with appropriate signatures, endorsements and transfer documents as described in the Indenture and in the Fundamental Change Company Notice and Notice of Conversion Privilege distributed to the holders of the notes and published on the Company's web site.

Source OSI Pharmaceuticals