OSI Pharmaceuticals and Eyetech Pharmaceuticals Confirm November 14th Closing
12 Novembre 2005 - 11:52PM
Business Wire
OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) and Eyetech
Pharmaceuticals, Inc. (NASDAQ: EYET) today announced that the
closing of the OSI acquisition of Eyetech will occur on Monday,
November 14, 2005. 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 and Eyetech have entered into a definitive merger
agreement whereby OSI has agreed to acquire Eyetech. OSI filed 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 registration statement has
been declared effective and Eyetech's stockholders have approved
the adoption of the merger agreement at a special meeting held on
November 10, 2005. Investors and stockholders are urged to
carefully read the proxy statement/prospectus and other relevant
materials filed with the SEC because they 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 executive 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 is included in the registration
statement containing the proxy statement/prospectus that has been
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, have been determined by Eyetech's Board of Directors
based on the recommendation of its Compensation Committee. Such
recipients include executive officers of Eyetech. 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 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.
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