Astex Board of Directors Corrects the Record Regarding Recent Mischaracterizations

Urges Stockholders to Tender Shares into Otsuka Offer

DUBLIN, Calif., Oct. 2, 2013 (GLOBE NEWSWIRE) -- The Board of Directors of Astex Pharmaceuticals, Inc. (Nasdaq:ASTX) (the "Company"), a pharmaceutical company dedicated to the discovery and development of novel small molecule therapeutics, today issued a letter to Astex stockholders addressing recent mischaracterizations of the pending acquisition of the Company by Otsuka Pharmaceutical Co., Ltd. ("Otsuka"). 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

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