The latest offer represents a 27 percent premium over the closing price of a share of OSI common stock on Nov. 3, 2006, the last trading day prior to announcement of the merger.

Kangaroo Holdings is controlled by an investor group comprised of investment funds associated with Bain Capital Partners LLC, and investment funds affiliated with Catterton Management Co. LLC.

OSI's founders and certain members of its management are expected to exchange shares of OSI's common stock for shares of Kangaroo Holdings in connection with the merger.

OSI's