ALPMY / Astellas Pharma Inc. - Depositary Receipt (Common Stock) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

TSHA / Taysha Gene Therapies Inc / Astellas Pharma Inc. - SC 13D/A Activist Investment

SC 13D/A 1 d545596dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 TAYSHA GENE THERAPIES, INC. (Name of Issuer) Common Stock, par value $0.00001 (Title of Class of Securities) 877619106 (CUSIP Number) Astellas Gene Therapies, Inc. f/k/a Audentes Therapeutics, Inc. 225 Gateway Boulev

ALPMF / Astellas Pharma, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect, wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Co

ALPMF / Astellas Pharma, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect, wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Co

ALPMF / Astellas Pharma, Inc. SC TO-T/A - - SC TO-T/A

SC TO-T/A 1 d829232dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect, wholly-owned subsidiary of Astellas Pharma Inc. (Names o

Offer to Purchase All Outstanding Shares of Common Stock AUDENTES THERAPEUTICS, INC. $60.00 PER SHARE, Net in Cash Pursuant to the Offer to Purchase dated December 16, 2019 ASILOMAR ACQUISITION CORP., an indirect, wholly-owned subsidiary ASTELLAS PHA

Exhibit (a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of AUDENTES THERAPEUTICS, INC.

Notice of Offer to Purchase All Outstanding Shares of Common Stock AUDENTES THERAPEUTICS, INC. at $60.00 Per Share, Net in Cash ASILOMAR ACQUISITION CORP., an indirect, wholly-owned subsidiary ASTELLAS PHARMA INC.

Exhibit (a)(1)(K) Exhibit (a)(1)(K) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Letter of Transmittal to Tender Shares of Common Stock of Audentes Therapeutics, Inc. $60.00 Per Share, Net in Cash Pursuant to the Offer to Purchase dated December 16, 2019 Asilomar Acquisition Corp. an indirect, wholly-owned subsidiary of Astellas

Exhibit (a)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Audentes Therapeutics, Inc.

[Signature Page Follows]

EX-99.(d)(2) Exhibit (d)(2) October 15, 2019 CONFIDENTIAL Astellas Pharma Inc. 2-5-1, Nihonbashi-Honcho, Chuo-ku, Tokyo 103-8411, Japan Ladies and Gentlemen: In connection with discussions between Astellas Pharma Inc. (“you”) and Audentes Therapeutics, Inc. (the “Company” and collectively with you, the “parties”) of a possible negotiated acquisition transaction (a “Transaction”), the Company may f

ALPMF / Astellas Pharma, Inc. SC TO-T - - SC TO-T

SC TO-T 1 d837696dsctot.htm SC TO-T SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect, wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offer

Astellas Commences Tender Offer to Acquire All Outstanding Shares of Audentes

Exhibit (a)(1)(L) Exhibit (a)(1)(L) Press Release Astellas Commences Tender Offer to Acquire All Outstanding Shares of Audentes TOKYO, December 16, 2019 - Astellas Pharma Inc.

Offer To Purchase All Outstanding Shares of Common Stock AUDENTES THERAPEUTICS, INC. $60.00 Per Share, Net in Cash ASILOMAR ACQUISITION CORP., an indirect, wholly-owned subsidiary of ASTELLAS PHARMA INC.

Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer To Purchase All Outstanding Shares of Common Stock of AUDENTES THERAPEUTICS, INC.

Offer to Purchase All Outstanding Shares of Common Stock AUDENTES THERAPEUTICS, INC. $60.00 PER SHARE, NET IN CASH Pursuant to the Offer to Purchase dated December 16, 2019 ASILOMAR ACQUISITION CORP., an indirect, wholly-owned subsidiary ASTELLAS PHA

Exhibit (a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of AUDENTES THERAPEUTICS, INC.

- 1 -

EX-99.1 Exhibit 99.1 Cover Document to be filed Extraordinary Report Filing to Director-General of the Kanto Local Finance Bureau Date of filing December 9, 2019 Company name (Japanese) アステラス製薬株式会社 (Asuterasu Seiyaku Kabushiki-Kaisha) Company name (English) Astellas Pharma Inc. Title and name of representative President and CEO: Kenji Yasukawa Location of head office 2-5-1, Nihonbashi-Honcho, Chuo

ALPMF / Astellas Pharma, Inc. SC TO-C - - SC TO-C

SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00001

Summary Transcript of Telephone Conference Call December 3, 2019

EX-99.1 Exhibit 99.1 Summary Transcript of Telephone Conference Call December 3, 2019 Introduction Thank you for joining Astellas’ telephone conference despite your busy schedule. We are holding a conference regarding the acquisition of Audentes, announced this morning. My name is Stig Ogata from Public Relations, the moderator of this telephone conference. Let me introduce the speakers for today.

ALPMF / Astellas Pharma, Inc. SC TO-C - - SC TO-C

SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00001

Astellas Enters into Definitive Agreement to Acquire Audentes Therapeutics

EX-99.1 Exhibit 99.1 Press Release Astellas Enters into Definitive Agreement to Acquire Audentes Therapeutics • Complementary capabilities and resources of the two organizations create an industry-leading gene therapy company • Audentes to operate as an independent subsidiary, with access to the global scientific and development resources of Astellas to accelerate product development and manufactu

This document contains “forward-looking statements” relating to the acquisition of Audentes by Astellas. Such forward-looking statements include, but are not limited to, the ability of Audentes and Astellas to complete the transactions contemplated b

EX-99.3 Acquisition of Audentes Establishing a leading position in gene therapy Naoki Okamura Representative Director, Corporate Executive Vice President, Chief Strategy Officer and Chief Financial Officer Astellas Pharma Inc. December 3, 2019 Exhibit 99.3 This document contains “forward-looking statements” relating to the acquisition of Audentes by Astellas. Such forward-looking statements includ

ALPMF / Astellas Pharma, Inc. SC TO-C - - SC TO-C

SC TO-C 1 d599615dsctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AUDENTES THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Asilomar Acquisition Corp. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offero

Astellas Enters into Definitive Agreement to Acquire Audentes Therapeutics and Plans to Commence Tender Offer - A Major Step to Establishing a Leading Position in Gene Therapy - - AT132, Audentes’ Lead Program, in Phase I/II Clinical Stage - - Transa

EX-99.2 Exhibit 99.2 December 3, 2019 Company Name Astellas Pharma Inc. Representative Kenji Yasukawa, President and CEO (Stock Code: 4503, Tokyo Stock Exchange First Section) (URL: https://www.astellas.com/en) Fiscal Year End March Contact for Inquiries Stig Ogata, Vice President, Corporate Communications (Tel: 03-3244-3201) Astellas Enters into Definitive Agreement to Acquire Audentes Therapeuti

Evolving how we create VALUE with the acquisition of Audentes

EX-99.5 Exhibit 99.5 Evolving how we create VALUE with the acquisition of Audentes Dear Astellas Colleagues: I am very pleased to announce that Astellas and Audentes Therapeutics, Inc., an innovative biotechnology company located in San Francisco, California, have entered into an agreement for Astellas to acquire Audentes. The addition of Audentes’ talent and exciting clinical pipeline of gene the

December 2, 2019

EX-99.4 Exhibit 99.4 December 2, 2019 Dear Audentes Colleagues: On behalf of the more than 16,000 employees of the Astellas group worldwide, it is a great pleasure for me to share with you how excited all of us are about today’s announcement that Astellas and Audentes have reached an agreement to merge and work together in support of patients moving forward. We highly value Audentes’ profound expe

Astellas Announces Results of Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics and Changes to Subsidiaries

Exhibit (a)(1)(R) Astellas Announces Results of Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics and Changes to Subsidiaries Tokyo, February 10, 2016 - Astellas Pharma Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Ocata Therapeutics, Inc. (Name of Subject Company

SC TO-T/A 1 d132726dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filin

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Ocata Therapeutics, Inc. (Name of Subject Company

SC TO-T/A 1 d131414dsctota.htm AMENDMENT NO. 8 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma

January 25, 2016

Exhibit (a)(1)(Q) January 25, 2016 Re: Your Ocata Therapeutics stock; ACTION REQUIRED Dear Ocata Stockholder, On November 10, 2015, Astellas agreed to acquire Ocata at a price of $8.

Our Commitment to the Successful Completion of this Transaction and the Integration of the Two Companies

EX-99.(A)(1)(P) 3 d128218dex99a1p.htm EXHIBIT (A)(1)(P) Exhibit (a)(1)(P) January 22, 2016 Our Commitment to the Successful Completion of this Transaction and the Integration of the Two Companies Dear Ocata colleagues, Astellas will extend the offering period of the Tender Offer to purchase all outstanding common stock of Ocata until February 9, 2016. The further extension will allow Ocata’s stock

Astellas Extends Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics - ASTELLAS IS COMMITTED TO TRANSACTION, ACQUISITION OF OCATA IS A STRATEGIC PRIORITY -

Exhibit (a)(1)(O) Astellas Extends Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics - ASTELLAS IS COMMITTED TO TRANSACTION, ACQUISITION OF OCATA IS A STRATEGIC PRIORITY - Tokyo and Massachusetts, January 22, 2016 - Astellas Pharma Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Ocata Therapeutics, Inc. (Name of Subject Company

SC TO-T/A 1 d128218dsctota.htm AMENDMENT NO. 7 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma

Ocata Stockholders:

Exhibit (a)(1)N) Ocata Stockholders: TTo help lock-in Astellas Pharma’s ACT NOW $8.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Ocata Therapeutics, Inc. (Name of Subject Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00

Voicemail Message:

Exhibit (a)(1)(M) Voicemail Message: “We are calling to remind you that the Astellas tender offer for Ocata expires on January 21 at 5PM eastern time.

January 11, 2016

Exhibit (a)(1)(L) January 11, 2016 Re: Your Ocata Therapeutics stock; ACTION REQUIRED Dear Ocata Stockholder, We are writing to you today because you hold shares of Ocata Therapeutics’ common stock.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Ocata Therapeutics, Inc. (Name of Subject Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Ocata Therapeutics, Inc. (Name of Subject Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00

December 22

Exhibit (a)(1)(K) December 22nd, 2015 Re: Your Ocata Therapeutics stock; ACTION REQUIRED Dear Ocata Shareholder, We are writing to you today because you hold shares of Ocata Therapeutics’ common stock.

Astellas Extends Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics

Exhibit (a)(1)(J) Astellas Extends Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics Tokyo and Massachusetts, December 18, 2015 - Astellas Pharma Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Ocata Therapeutics, Inc. (Name of Subject Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Ocata Therapeutics, Inc. (Name of Subject Company

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.00

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Ocata Therapeutics, Inc. (Name of Subject Company

SC TO-T/A 1 d22582dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated November 19, 2015 (the “Offer to Purchase”), and the relat

Exhibit (a)(1)(H) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Astellas Commences Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics

Exhibit (a)(1)(I) Astellas Commences Tender Offer to Acquire All Outstanding Shares of Ocata Therapeutics Tokyo, November 20, 2015 - Astellas Pharma Inc.

Offer to Purchase for Cash All Outstanding Shares of Common Stock Ocata Therapeutics, Inc. $8.50 Net Per Share Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc.

Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ocata Therapeutics, Inc.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE SCOTT NADLE, Individually and On Behalf of All Others Similarly Situated, Plaintiff, C.A. No. v. CLASS ACTION MICHAEL HEFFERNAN, ROBERT S. LANGER, ZOHAR LOSHITZER, GREGORY D. PERRY, ALAN C. SHAPIRO, P

Exhibit (a)(5)(A) EFiled: Nov 17 2015 06:32PM EST Transaction ID 58178706 Case No.

Letter of Transmittal to Tender Shares of Common Stock of Ocata Therapeutics, Inc. $8.50 Net Per Share Pursuant to the Offer to Purchase Dated November 19, 2015 Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc.

Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of Ocata Therapeutics, Inc.

Offer to Purchase for Cash All Outstanding Shares of Common Stock Ocata Therapeutics, Inc. $8.50 Net Per Share Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MI

EX-99.(A)(1)(A) 2 d45297dex99a1a.htm EX-99.(A)(1)(A) Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ocata Therapeutics, Inc. at $8.50 Net Per Share by Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON DECEMBER 17, 2015

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Ocata Therapeutics, Inc. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) Common Stock, $0.001 par value per sh

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EX-99.(D)(3) 9 d45297dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) Execution Version PERSONAL AND CONFIDENTIAL September 4, 2015 Astellas Pharma Inc. 2-5-1 Nihonbashi-Honcho Chuo-ku, Tokyo 103-8411 Japan Ladies and Gentlemen: In connection with your consideration of a possible business transaction between Ocata Therapeutics, Inc. (the “Company”) and you (the “Possible Transaction”), you have requested i

Offer to Purchase for Cash All Outstanding Shares of Common Stock Ocata Therapeutics, Inc. $8.50 Net Per Share Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc.

Exhibit (a)(1)(C) Offer to Purchase for Cash All Outstanding Shares of Common Stock of Ocata Therapeutics, Inc.

Astellas to Acquire Ocata Therapeutics - New Step Forward in Ophthalmology with Cell Therapy Approach -

EX-99.2 3 d146288dex992.htm EX-99.2 Exhibit 99.2 Astellas to Acquire Ocata Therapeutics - New Step Forward in Ophthalmology with Cell Therapy Approach - Tokyo and Massachusetts, November 10, 2015—Astellas Pharma Inc. (TSE: 4503, President and CEO: Yoshihiko Hatanaka, “Astellas”) and Ocata Therapeutics, Inc. (NASDAQ: OCAT, President and CEO: Paul Wotton, “Ocata”), a biotechnology company focused on

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OCATA THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Laurel A

SC TO-C 1 d146288dsctoc.htm SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OCATA THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Laurel Acquisition Inc. an indirect wholly-owned subsidiary of Astellas Pharma Inc. (Names of Filing Persons (Offerors)) C

Astellas Entered into a Definitive Agreement to Acquire Ocata Therapeutics and Plans Commencement of a Tender Offer - New Step Forward in Ophthalmology with Cell Therapy Approach -

[English Translation of Japanese Press Release] Exhibit 99.1 On November 10, 2015 Company Name: Astellas Pharma Inc. Representative: Representative Director, President & CEO Yoshihiko Hatanaka TSE Ticker: 4503 (URL:http://www.astellas.com/jp) TSE First Section Fiscal Year End: March Contact: Vice President, Corporate Communications Masaaki Usui Tel: +81-3-3244-3201 Astellas Entered into a Definiti

EX-99.3

Exhibit 99.3

FGEN / FibroGen, Inc. / Astellas Pharma Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* FibroGen, Inc. (Name of Issuer) Common Stock, $0.01 Par Value Per Share (Title of Class of Securities) 31572Q808 (CUSIP Number) November 19, 2

CYTK / Cytokinetics, Inc. / Astellas Pharma Inc. Passive Investment

SC 13G 1 j1224142sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. )* Cytokinetics, Incorporated (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __) OSI Pharmaceutica

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) OSI Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 671040103 (CUSIP Number) Masafumi Nogimori President and Chief Executive Officer A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 18) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 18) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

EX-24.

rrd249679281754.html POWER OF ATTORNEY Know all by these presents, that the undersigned, Astellas Pharma Inc., hereby constitutes and appoints each of Seigo Kashii, Linda F. Friedman and Stephen Knowles, individually and severally, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned statements on Schedule 13D and Forms 3, 4 and 5, in accordanc

POWER OF ATTORNEY

Exhibit 4 POWER OF ATTORNEY Know all by these presents, that the undersigned, Astellas Pharma Inc.

Astellas Completes Acquisition of OSI Pharmaceuticals

Exhibit (a)(5)(V) Astellas Completes Acquisition of OSI Pharmaceuticals Tokyo, Japan – June 9, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 17) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 17) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

Astellas Announces Successful Completion of Tender Offer for Shares of OSI Subsequent Offer Period Has Expired; Merger to be Completed Shortly

EX-99.(A)(5)(U) 2 dex99a5u.htm PRESS RELEASE Exhibit (a)(5)(U) Astellas Announces Successful Completion of Tender Offer for Shares of OSI Subsequent Offer Period Has Expired; Merger to be Completed Shortly Tokyo, Japan – June 8, 2010 – Astellas Pharma Inc. (TSE: 4503) announced today the completion of its tender offer for all outstanding shares of common stock in OSI Pharmaceuticals, Inc. (Nasdaq:

EX-24.

rrd249535281605.html POWER OF ATTORNEY Know all by these presents, that the undersigned, Astellas Pharma Inc., hereby constitutes and appoints each of Seigo Kashii, Linda F. Friedman and Stephen Knowles, individually and severally, as the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned statements on Schedule 13D and Forms 3, 4 and 5, in accordanc

Astellas Announces Successful Completion of Initial Tender Offer for Shares of OSI and Announces Subsequent Offer Period

Exhibit (a)(5)(T) Astellas Announces Successful Completion of Initial Tender Offer for Shares of OSI and Announces Subsequent Offer Period Tokyo, Japan – June 3, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16) OSI Pharmaceuticals, Inc. (Name of

SC TO-T/A 1 dsctota.htm AMENDMENT NO. 16 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15) OSI Pharmaceuticals, Inc. (Name of

SC TO-T/A 1 dsctota.htm AMENDMENT NO. 15 TO SCHEDULE TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) OSI Pharmaceuticals, Inc. (Name of

SC TO-T/A 1 dsctota.htm AMENDMENT NO. 14 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

6

Exhibit (a)(5)(S) The Following is a corrected transcript of the conference call given by representatives of Astellas Pharma Inc.

NOTICE OF GUARANTEED DELIVERY Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase dated March 2, 2010, and the Amendment and Supplement to the Offer to Purchase da

Exhibit (a)(1)(J) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. $57.50 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc. a wholly-o

Exhibit (a)(1)(K) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI PHARMACEUTICALS, INC. $57.50 NET PER SHARE IN CASH RUBY ACQUISITION, INC. a wholly-owned subsidiary of ASTELLAS US HOLDING, INC. a

Exhibit (a)(1)(L) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI PHARMACEUTICALS, INC.

Amendment and Supplement to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. $57.50 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary of Aste

Exhibit (a)(1)(H) Amendment and Supplement to the Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

AMENDED AND RESTATED LETTER OF TRANSMITTAL Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase dated March 2, 2010, and the Amendment and Supplement thereto dated

Exhibit (a)(1)(I) AMENDED AND RESTATED LETTER OF TRANSMITTAL to Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

Acquisition of OSI Pharmaceuticals, Inc.

Exhibit (a)(5)(Q) Acquisition of OSI Pharmaceuticals, Inc. Becoming a Global Category Leader in Oncology-May 17, 2010 Table of Contents Transaction Summary Strategic Rationale Overview of OSI Pharmaceuticals Financial Impact 2 I. Transaction Summary 3 Transaction Summary Purchase price: $57.50 per share in cash (55% premium to the closing price on February 26, 2010, the last trading day before the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

1

Exhibit (a)(5)(R) The Following is a transcript of the conference call given by representatives of Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

Video script for message from Masafumi Nogimori, President and Chief Executive Officer, Astellas Pharma Inc. to OSIP Employees

EX-99.(A)(5)(P) 3 dex99a5p.htm TRANSCRIPT OF VIDEO PRESENTATION Exhibit (a)(5)(p) Video script for message from Masafumi Nogimori, President and Chief Executive Officer, Astellas Pharma Inc. to OSIP Employees Script: Hello everyone. My name is Masafumi Nogimori, and as the President and CEO of Astellas Pharma I am delighted that we have reached an agreement with the board of OSI Pharmaceuticals to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) OSI Pharmaceuticals, Inc. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par

Expiration Date of OSI Offer Extended to June 2, 2010

Exhibit (a)(5)(N) Expiration Date of OSI Offer Extended to June 2, 2010 Tokyo, Japan – May 17, 2010 – Astellas Pharma Inc.

AGREEMENT AND PLAN OF MERGER BY AND AMONG ASTELLAS PHARMA INC., ASTELLAS US HOLDING, INC., RUBY ACQUISITION, INC., OSI PHARMACEUTICALS, INC. DATED AS OF MAY 16, 2010 TABLE OF CONTENTS Page ARTICLE I THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 1.3

Exhibit (d)(1) EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG ASTELLAS PHARMA INC.

Astellas Pharma Inc. to Acquire OSI Pharmaceuticals, Inc. Companies enter into definitive merger agreement to combine to create a world-class oncology platform OSI Stockholders to receive $57.50 per share in cash

Exhibit (a)(5)(M) Astellas Pharma Inc. to Acquire OSI Pharmaceuticals, Inc. Companies enter into definitive merger agreement to combine to create a world-class oncology platform OSI Stockholders to receive $57.50 per share in cash Tokyo, Japan, and Melville, N.Y. – May 16, 2010 – Astellas Pharma Inc. (TSE: 4503), a global pharmaceutical company, and OSI Pharmaceuticals, Inc. (Nasdaq: OSIP), a biot

May 16, 2010

Exhibit (a)(5)(o) May 16, 2010 Dear OSI Employee, I am writing to tell you how excited I am about today’s announcement that Astellas Pharma Inc.

Expiration Date of OSI Offer Extended to May 17, 2010

Exhibit (a)(5)(L) Expiration Date of OSI Offer Extended to May 17, 2010 Tokyo, Japan – April 23, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

Astellas Offer to Acquire OSI

Astellas Offer to Acquire OSI Investor Presentation Investor Presentation April 2010 April 2010 Exhibit (a)(5)(k) ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ******** ****** 2 Executive Summary • • OSI’s share price has lagged that of its peers and its performance

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

Expiration Date of OSI Offer Extended to April 23, 2010

Exhibit (a)(5)(J) Expiration Date of OSI Offer Extended to April 23, 2010 Tokyo, Japan – March 31, 2010 – Astellas Pharma Inc.

Astellas Signs Confidentiality Agreement with OSI

Exhibit (a)(5)(I) Astellas Signs Confidentiality Agreement with OSI Tokyo, Japan – March 29, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

Astellas Announces Changes to Director Nominees for Election to OSI Pharmaceuticals’ Board of Directors

Exhibit (a)(5)(H) Astellas Announces Changes to Director Nominees for Election to OSI Pharmaceuticals’ Board of Directors Tokyo, Japan – March 19, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

Astellas Announces Expiration of HSR Waiting Period for OSI Tender Offer

EX-99.(A)(5)(G) 2 dex99a5g.htm PRESS RELEASE Exhibit (a)(5)(G) Astellas Announces Expiration of HSR Waiting Period for OSI Tender Offer Tokyo, Japan – March 19, 2010 – Astellas Pharma Inc. (TSE: 4503) today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to Astellas’ proposed acquisition of OSI Pharmaceuticals Inc. (Nasdaq: O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) OSI Pharmaceuticals, Inc. (Name of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par V

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

Astellas Announces Full Slate of Independent Director Nominees for Election at OSI Pharmaceuticals’ 2010 Annual Stockholders Meeting

Exhibit (a)(5)(F) Astellas Announces Full Slate of Independent Director Nominees for Election at OSI Pharmaceuticals’ 2010 Annual Stockholders Meeting Tokyo, Japan – March 16, 2010 – Astellas Pharma Inc.

Astellas Responds to OSI Pharmaceuticals’ Rejection Astellas’ All-Cash Offer Provides Immediate, Full Value to OSI Stockholders

Exhibit (a)(5)(E) Astellas Responds to OSI Pharmaceuticals’ Rejection Astellas’ All-Cash Offer Provides Immediate, Full Value to OSI Stockholders Tokyo, Japan – March 15, 2010 – Astellas Pharma Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2) OSI Pharmaceuticals, Inc. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.2) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par Va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1) OSI Pharmaceuticals, Inc. (Name of Su

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.1) OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par Va

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

2

Exhibit (a)(5)(c) March 5, 2010 Dear [Public Official], I am writing to share some news you may find of interest.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. $52.00 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc. a wholly-o

Exhibit (a)(1)(D) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI PHARMACEUTICALS, INC. $52.00 NET PER SHARE IN CASH RUBY ACQUISITION, INC. a wholly-owned subsidiary of ASTELLAS US HOLDING, INC. a

Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI PHARMACEUTICALS, INC.

Astellas Pharma Inc. Commences Tender Offer to Acquire All Outstanding Shares of OSI Pharmaceuticals for $52 per Share in Cash Astellas Files Lawsuit Against OSI

Exhibit (a)(5)(B) Astellas Pharma Inc. Commences Tender Offer to Acquire All Outstanding Shares of OSI Pharmaceuticals for $52 per Share in Cash Astellas Files Lawsuit Against OSI Tokyo, Japan – March 2, 2010 – Astellas Pharma Inc. (TSE: 4503), a global pharmaceutical company, today announced that its indirect subsidiary, Ruby Acquisition, Inc., has commenced a cash tender offer for all outstandin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. $52.00 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc. a wholly-o

Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

Exhibit (a)(1)(F) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Guidelines for Determining the Proper Identification Number to Give the Payer—Social Security numbers have nine digits separated by two hyphens: i.

NOTICE OF GUARANTEED DELIVERY Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase Dated March 2, 2010 $52.00 Net Per Share Ruby Acquisition, Inc. a wholly-owned su

EX-99.(A)(1)(C) 4 dex99a1c.htm FORM OF NOTICE OF GUARANTEED DELIVERY Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase Dated March 2, 2010 at $52.00 Net Per Share by Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc. a wholly-owne

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ASTELLAS US HOLDING, INC., Plaintiff, v. OSI PHARMACEUTICALS, INC., a Delaware corporation, ROBERT A. INGRAM, COLIN GODDARD, SANTO J. COSTA, JOSEPH KLEIN, III, KENNETH B. LEE, JR., VIREN MEHTA, DAVID

Exhibit (a)(5)(C) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ASTELLAS US HOLDING, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OSI Pharmaceuticals, Inc. (Name of Subject Company (Is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par Value $.01 Per Shar

NOTICE OF OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. $52.00 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc.

Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DFAN14A 1 ddfan14a.htm SOLICITING MATERIAL PURSUANT TO 240.14A-12 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropr

LETTER OF TRANSMITTAL Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase Dated March 2, 2010 $52.00 Net Per Share Ruby Acquisition, Inc. a wholly-owned subsidiary

EX-99.(A)(1)(B) 3 dex99a1b.htm FORM OF LETTER OF TRANSMITTAL Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock (Including the Associated Stock Purchase Rights) of OSI Pharmaceuticals, Inc. Pursuant to the Offer to Purchase Dated March 2, 2010 at $52.00 Net Per Share by Ruby Acquisition, Inc. a wholly-owned subsidiary of Astellas US Holding, Inc. a wholly-owned subsidiary of

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Ac

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 OSI Pharmaceuticals, Inc. (Name of Subject Company (Issuer)) Ruby Acquisition, Inc. Astellas US Holding, Inc. Astellas Pharma Inc. (Name of Filing Persons (Offerors)) Common Stock, Par Value $.01 Per Share (Including t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of