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Biotech / Medical : OSI Pharmaceuticals (OSIP) - formerly Oncogene -- Ignore unavailable to you. Want to Upgrade?

To: fred hayes who wrote (306)	11/10/2005 12:37:31 PM
From: tuck	Read Replies (2) \| Respond to of 447

It's still going up and down on my screen, Fred, what's your source? Edit: I do see the news item you're pointing to; this one's from EYET's POV: >>NEW YORK, Nov. 10 /PRNewswire-FirstCall/ -- Eyetech Pharmaceuticals, Inc. (Nasdaq: EYET - News) provided an update today on the status of its pending acquisition by OSI Pharmaceuticals, Inc. (Nasdaq: OSIP - News). Eyetech today held its special meeting of stockholders to consider adoption of the merger agreement with OSI. At that meeting, more than 71% of Eyetech's outstanding shares of common stock were voted in favor of adoption of the merger agreement, which is well in excess of the majority of outstanding shares required to adopt the merger agreement under Delaware law. As a result, Eyetech believes that all of the conditions to OSI's obligations to close its acquisition of Eyetech have been satisfied. The parties have scheduled the closing for 10:00 a.m. on Monday, November 14, 2005. OSI advised Eyetech that OSI's board of directors wants to take time to assess the possible impact of Genentech, Inc.'s November 7, 2005 announcement of preliminary data from a Phase III clinical study called ANCHOR of Genentech's Lucentis product candidate. OSI has further advised Eyetech that OSI has made no decision at this time not to proceed with the closing, and that OSI wants the time to permit OSI's board of directors to fulfill its fiduciary obligation to assess the implications of the Lucentis data. Eyetech believes that it is clear under the merger agreement that OSI has no basis to claim either that a "material adverse effect" has occurred or that OSI has any other grounds not to close the merger. Specifically, the disclosure schedule to the OSI/Eyetech merger agreement lists various events that are exceptions from the absence of changes representation by Eyetech and, therefore, cannot be the basis for a determination of whether a "material adverse effect" has occurred. This list includes a number of developments with respect to Lucentis that were expected to occur following signing of the merger agreement and prior to closing. One of the items in this list is that "the data from the ANCHOR study is expected to provide continued support for the efficacy and safety of Lucentis in treating AMD." Eyetech intends to insist on strict compliance with the merger agreement.<< snip Frankly, it looks to me as though EYET has a pretty good case here, and lawsuits will follow if OSI balks. I don't remember seeing a breakup fee mentioned in the merger agreement, either, but it's been a while since I looked, and my memory is plenty fallible. Don't have time; leaving for Las Vegas for the weekend with OSI position heavily hedged . . . Cheers, Tuck