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OSI 2% notes are convertible through July 8 due to fundamental change
By Susanna Moon
Chicago, June 9 - OSI Pharmaceuticals, Inc. said its 2% convertible senior subordinated notes due 2025 are convertible through at least July 8.
The notes became convertible on Tuesday when the company merged with an indirect subsidiary of Astellas Pharma, Inc., according to an OSI press release.
The merger constitutes a fundamental change under the indenture, and holders may convert the notes during the 30-day period after the announcement of the change.
The company has elected to satisfy its conversion obligation in cash. The notes are convertible at a rate of 34.0420 common shares per $1,000 principal amount of notes, which is equivalent to a conversion price of $29.38.
OSI's stock (Nasdaq: OSIP) closed at $57.49 on Tuesday.
As previously reported, the notes also became convertible on June 3 when Astellas became the beneficial owner of 50% or more of the company's voting stock under a tender offer, which constitutes a fundamental change under the indenture.
The notes were convertible at a rate of 33.9847 common shares per $1,000 principal amount, or an effective conversion price of $29.43 per share.
The notes also became convertible on April 1 because the company's common stock closed at or above $35.32 per share for 20 trading days within the 30-trading-day period ended March 31.
Depending on market conditions and other factors, the notes may remain convertible in the third quarter if the market price condition is also satisfied.
Based in Melville, N.Y., OSI Pharmaceuticals develops and commercializes targeted medicines designed to extend life and improve the quality of life for patients with cancer, diabetes or obesity.
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