Hilfe!! OSI Pharmaceuticals - Optionen - 500 Beiträge pro Seite

[Plaste]

Hallo Leute,

nachdem letzten Kursanstieg nun einige auf OSIP aufmerksam geworden sein sollten, kann mir evtl. nun endlich mal jemand bei folgendem Helfen.

Osi hat vor einiger Zeit die Fa Cell Pathways übernommen.
Dabei gab es Aktien im verhältnis ? (weiß ich nicht mehr) und in mein Depot wurden OSI Pharmaceuticals Inc. Contingent Value Rights mit der Nummer US6710401117 eingebucht.
Ich gehe jetzt mal davon aus, daß es sich dabei um Optionen handelt.
Nur worauf????
Also bis jetzt konnte ich noch keinerlei Infos zu den teilen finden. Nicht mal Entrium konnte mir darüber Auskunft geben. Hat jemand mehr info??

Danke
Plaste

[Plaste]

Ich noch mal.

Wenn ich das richtig gesehen habe sind es optionen.
Ich finde nur keine Infos zu Basiswert usw.

[ilk2ooo]

Hi,
vielleicht hilft Dir das:

Form 8-K for OSI PHARMACEUTICALS INC


--------------------------------------------------------------------------------

27-Jun-2003

Acquisition or Disposition of Assets and Financial Statements & Exhibits


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 12, 2003, OSI Pharmaceuticals, Inc. completed its acquisition of Cell Pathways, Inc. in a stock-for-stock merger valued at approximately $31 million based on the five-day average closing prices of OSI`s common stock at the time of the announcement of the merger in February 2003. The acquisition was structured as a merger of a wholly-owned subsidiary of OSI with and into Cell Pathways pursuant to an Agreement and Plan of Merger among OSI, Cell Pathways and CP Merger Corporation, dated as February 7, 2003. As a result of the merger, OSI acquired (1) a technology platform designed to selectively induce apoptosis, or programmed cell death, in pre-cancerous and cancerous cells; (2) two drug candidates in clinical development: Aptosyn(R) (exisulind) and CP461; and (3) a marketed oncology product, Gelclair(TM). In addition, OSI also acquired certain other assets, including the lease to a facility, property and equipment, and assumed certain liabilities.

As consideration for the merger, each share of Cell Pathways common stock was exchanged for (i) 0.0567 of a share of OSI common stock and (ii) a contingent value right to receive 0.04 of a share of OSI common stock in the event a new drug application is accepted for filing with the U.S. Food and Drug Administration by June 12, 2008 for either of the two newly acquired clinical candidates, Aptosyn(R) (exisulind) or CP461. Based on the exchange ratio of 0.0567, approximately 2.2 million shares of OSI common stock were issued to Cell Pathways` stockholders in connection with the merger. Any outstanding options that were not exercised prior to the effective date of the merger were, in accordance with their terms, terminated. OSI has assumed each outstanding and unexercised warrant to purchase shares of Cell Pathways common stock pursuant to the same terms and conditions applicable to the respective Cell Pathways warrant except that the exercise price of the warrant and the number of shares of OSI common stock for which the warrant is exercisable were adjusted pursuant to a certificate of adjustment based on the exchange ratio described above.

The number of shares of OSI common stock delivered as the merger consideration was determined through arms-length negotiation between the parties. There was no material relationship between Cell Pathways or its stockholders and OSI or any of its affiliates, directors or officers, or any associate of an OSI director or officer.

The Agreement and Plan of Merger was filed by OSI as Exhibit 2.1 to the Form 8-K filed on February 11, 2003 and is incorporated herein by reference. Further details regarding the transaction are contained in OSI`s press release dated June 12, 2003, attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

The consolidated financial statements of Cell Pathways, Inc.,
including the report of the independent auditors, KPMG LLP,
required by this item appear at Exhibit 99.2 to this Current
Report on Form 8-K and are incorporated herein by reference.

The unaudited consolidated financial statements of Cell
Pathways, Inc. required by this item appear at Exhibit 99.3 to
this Current Report on Form 8-K and are incorporated herein by
reference.

(B) PRO FORMA FINANCIAL INFORMATION

Not applicable.

(C) EXHIBITS


EXHIBIT NO. DESCRIPTION

2.1 Agreement and Plan of Merger among OSI Pharmaceuticals, Inc., CP
Merger Corporation and Cell Pathways, Inc, dated as of
February 7, 2003, filed by OSI as an exhibit to the Form 8-K
filed on February 11, 2003 (file no. 000-15190), and incorporated
herein by reference.

23.1 Consent of KPMG LLP, independent auditors of Cell Pathways, Inc.
99.1 Press Release, dated June 12, 2003. Filed herewith.

99.2 Consolidated Financial Statements of Cell Pathways, Inc. Filed

herewith.

99.3 Unaudited Consolidated Financial Statements of Cell
Pathways, Inc. Filed herewith.

[ilk2ooo]

oder das:

OSI Pharmaceuticals Completes Its Acquisition of Cell Pathways

MELVILLE, N.Y., June 12, 2003--OSI Pharmaceuticals, Inc. (NASDAQ: OSIP) announced today that the acquisition of Cell Pathways, Inc. became effective today in a stock-for-stock merger valued at approximately $31 million based on the average closing prices of OSI`s common stock around the time of the announcement of the acquisition. Under the terms of the transaction, OSI exchanged .0567 shares of OSI common stock for each share of Cell Pathways common stock. OSI provided additional consideration in the form of a five-year contingent value right, through which each share of Cell Pathways common stock will be eligible for an additional .040 of a share of OSI common stock in the event of a filing of an NDA (new drug application) for either of the two newly-acquired clinical candidates, CP461 or Aptosyn® (exisulind). Through this transaction, OSI has added a technology platform designed to selectively induce apoptosis, or programmed cell death through the sustained activation of protein kinase G in pre-cancerous and cancerous cells. OSI gained two drug candidates in clinical development: CP461, a potent, second-generation molecule that is currently being evaluated in dose-ranging Phase I studies and a series of exploratory Phase II studies in chronic lymphocytic leukemia, renal cell carcinoma and prostate cancer and Aptosyn®, an earlier-generation molecule that is currently in Phase III trials in combination with Taxotere® for the treatment of advanced non-small cell lung cancer. The acquisition of Cell Pathways also provides OSI with an additional oncology product, Gelclair(TM), a bioadherent oral gel that provides relief for the treatment of pain associated with oral mucositis, a debilitating side effect often seen in cancer patients undergoing radiation treatment or chemotherapy. OSI is establishing a commercial operation to support Gelclair(TM) and Novantrone® (mitoxantrone concentrate for injection), which the Company markets exclusively for its approved oncology indications in the United States.

"The Cell Pathways apoptosis technology platform complements our existing R&D approaches in this area and provides the opportunity to advance the development of novel anti-cancer drugs which we believe may have value both as monotherapy agents and in combination with existing chemotherapy drugs or other novel, targeted agents," stated Colin Goddard, Ph.D., Chief Executive Officer of the Company. "In addition, this transaction gives us our second marketed product in Gelclair(TM), which addresses a major unmet need in cancer treatment today, that of oral mucositis. We are on schedule to re-launch both Gelclair(TM) and the recently licensed Novantrone® under the OSI brand later this year."

OSI Pharmaceuticals is a leading biotechnology company focused on the discovery, development and commercialization of high-quality, next-generation oncology products that both extend and improve the quality-of-life for cancer patients worldwide. OSI has a balanced pipeline of oncology drug candidates that includes both next-generation cytotoxic agents and novel mechanism-based, gene-targeted therapeutics focused in the areas of signal transduction and apoptosis. OSI`s most advanced drug candidate, Tarceva(TM) (erlotinib HCl), a small-molecule inhibitor of the HER1 gene, is currently in Phase III clinical trials for lung and pancreatic cancers. OSI has a commercial presence in the U.S. oncology market where it exclusively markets Novantrone® (mitoxantrone concentrate for injection) for approved oncology indications.

This news release contains forward-looking statements. These statements are subject to known and unknown risks and uncertainties that may cause actual future experience and results to differ materially from the statements made. Factors that might cause such a difference include, among others, the completion of clinical trials, the FDA review process and other governmental regulation, pharmaceutical collaborators` ability to successfully develop and commercialize drug candidates, competition from other pharmaceutical companies, the ability to effectively market products and other factors described in OSI Pharmaceuticals` filings with the Securities and Exchange Commission.

[Plaste]

Danke ilk2000

Ich interpretiere das so:

Laufzeit des Scheins: Juni 12, 2008

Die Option kann man nur ausüben, wenn Aptosyn(R) (exisulind) oder CP461 bis dahin bei der FDA zugelassen werden.
Der Basispreis ist dann der OSI Kurs von damals, also irgend was um die 10 - 20,- Euro.

Oder sehe ich das falsch.

mfg plaste