The Board of Directors of Astex Pharmaceuticals, Inc. has issued a letter to Astex stockholders addressing recent mischaracterizations of the pending acquisition of the Company by Otsuka Pharmaceutical Co., Ltd. The full text of the letter follows:
October 2, 2013
Dear Fellow Stockholder,
A number of misstatements and falsehoods have recently been circulated regarding the current tender offer from Otsuka to acquire Astex. Our public statements and SEC filings have been consistent as to the thoroughness of the sale process and the resulting merger agreement.
The purpose of this letter is to set the record straight.
To understand why we, the Astex Board of Directors, have unanimously determined that the Otsuka transaction is in the best interest of Astex stockholders, consider the following:
— The Otsuka transaction is the culmination of a comprehensive process to
maximize value for Astex stockholders. As part of that process, 33
pharmaceutical companies worldwide were contacted to gauge their
interest in exploring a potential strategic transaction with Astex. All
companies contacted were given an equal opportunity to participate in
the process. Of the 33 companies contacted, only five, including Otsuka,
executed non-disclosure agreements that contained customary terms,
enabling them to conduct detailed due diligence on confidential
information related to, amongst other things, the Company’s pipeline of
products, financial condition and capital structure. Otsuka was the only
company to submit a final proposal to acquire the Company.
— Since the agreement with Otsuka was announced on September 5, 2013, no
third parties have approached Astex with an interest to acquire the
Company.
— Astex’s Board carefully considered not only the new, preliminary and
interim results of the SGI−110 trials but also the potential
future economic risks and benefits of its products in development. On
August 28, 2013, the Company issued a press release announcing
preliminary top−line results of the SGI−110 AML Phase 2
clinical trial, prior to considering final bids for the acquisition of
the Company. Otsuka was provided with access to these results as part of
the auction process. In assessing the valuation of Astex, the Board took
into account not only the preliminary results that were announced on
August 28, 2013, but also the potential future economic risks and
benefits of SGI-110 and the other pipeline products, as outlined in
Astex’s Schedule 14D-9.
— Astex negotiated with Otsuka to achieve a higher offer. Otsuka
originally indicated that it would offer $7.75 per share for each
outstanding share of Astex. The Astex Board, as part of its thorough
process, rejected the initial offer, and based on, among other things,
the preliminary SGI-110 clinical trial results, negotiated to a final
offer of $8.50 in cash per share.
— Astex believes Otsuka’s cash offer provides stockholders with immediate
and significant value. Otsuka’s offer of $8.50 per share in cash
represents 52%, 89%, 84% and 181% premiums to the closing trading prices
for the 30 days, 60 days, 90 days and one year prior, respectively, to
September 3, 2013, the last trading day before the Board approved the
Otsuka transaction.
— The proposed transaction with Otsuka eliminates the need for issuance of
significant dilutive equity capital in the future to fund development
programs. In order to fund existing development programs, such as
SGI-110, as well as other discovery and development programs, Astex will
need extensive financing. If the Company remains independent, this will
require issuance of significant amounts of equity capital that would be
dilutive to existing stockholders. The transaction with Otsuka removes
the need for the Company to issue dilutive equity capital and will
immediately deliver cash to stockholders, at a significant premium, with
no value risk and no future dilution risk.
— Otsuka has not discussed specific employment terms or roles with Astex
management. Although Otsuka indicated that it expects there to be
continuity in management following the consummation of the acquisition,
neither Otsuka nor Astex has conditioned the transaction on employee
retention nor has Otsuka or anyone in Astex management discussed
concrete employment arrangements.
— Astex proactively released the only remaining standstill provisions with
a third party. This third party, referred to as “Company B” in Astex’s
Schedule 14D-9, had submitted a preliminary indication of interest to
acquire Astex for $6.00 to $7.00 per share, but terminated its pursuit
of an acquisition because it was unwilling to support an offer price in
the range it initially indicated. Although there can be no assurances,
we do not anticipate that Company B will renew its interest in acquiring
Astex, even after the release of the standstill provisions.
— If more than 50% of stockholders do not tender their shares by the
scheduled expiration date of October 10, 2013, it would impose
substantial additional risk that Otsuka could ultimately walk away from
the transaction. If Otsuka were to do so, Astex shares could retreat to
pre-tender offer values substantially below $8.50 per share. The Astex
Board believes that it is in the best interests of stockholders to
tender into the offer prior to its scheduled expiration so as not to
jeopardize Otsuka’s current offer price of $8.50 per share.
We thoroughly examined the Otsuka offer, firmly believe that it is in the best interests of Astex stockholders, and unanimously recommend that stockholders tender their shares pursuant to the tender offer.
If you have any questions or need assistance tendering your shares, please contact Innisfree M&A by calling toll-free at (877) 825-8971 or by calling collect at (212) 750-5833.
Thank you for your continued support.
Sincerely,
Astex Board of Directors
