$4 billion pharma deal steers clear of hostility.

May 18, 2010 The merger of Japanese drugmaker Astellas Pharma Inc and OSI Pharmaceuticals Inc steered away from hostile takeover and has been concluded as a consensual acquisition.

Astellas Pharma launched a hostile takeover bid two month ago, offering OSI investors $52 a share (around $3.5 billion in total), which OSI claimed undervalued the company. The two companies made an agreement allowing Astellas to study OSI's financial records on the undertaking that they would not to buy any additional OSI shares until the Astellas tender offer expired on 15 May. This process resulted in a higher offer from Astellas at $57.50 a share, or around $4 billion, which was accepted.

Astellas sought legal advice from Morrison & Foerster on the deal. New York-based partner Michael Braun led a team that included corporate partners Craigh Leonard and John Hempill.

OSI was advised by Skadden, Arps, Slate, Meagher & Flom with a team that included M&A partners Roger Aaron in New York, Robert Pincus in Wilmington and Steven Daniels in Wilmington. The team also included litigation partner Robert Saunders, antitrust partner Michael Weiner, executive compensation partner Stuart Alperin, tax partner David Rievman and tax partner Tim Sanders.

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