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ASTELLAS has filed a lawsuit in the US to prevent OSI Pharmaceuticals launching a rights issue, which it says would impede or even prevent its takeover bid.

Astellas subsidiary Ruby Acquistions made a hostile offer for OSI of $52/share earlier this week, after it said repeated attempts for “meaningful” discussions with OSI management regarding a merger had failed. Astellas has now taken OSI to court to prevent any actions which would have the effect of “improperly impeding, thwarting, frustrating or interfering with the tender offer in a manner inconsistent with the directors’ fiduciary duties.”

The lawsuit was filed in the Court of Chancery of the State of Delaware and accuses OSI directors of seeking only to protect their positions at the expense of depriving their shareholders of the chance to “realise an extremely valuable opportunity”. Specifically, Astellas wants to prevent what it calls a “poison pill” rights issue which would make a takeover impossible.

Astellas’ tender offer will expire at midnight on 31 March 2010.