CV Therapeutics board rejects Astellas Pharma tender offer

By Jennifer Chiou

New York, March 12 - CV Therapeutics, Inc. said that its board has determined that Astellas Pharma Inc.'s $16-per-share cash tender offer for CV Therapeutics' shares undervalues the company.

CV Therapeutics added that the offer is not in the best interests of its stockholders and recommends that stockholders not tender any of their shares into the Astellas tender offer.

Also on Thursday, the company announced that it agreed to be acquired by Foster City, Calif.-based biopharmaceutical company Gilead Sciences, Inc. for $20 per share in cash in a transaction valued at $1.4 billion.

On Feb. 27, Astellas subsidiary Sturgeon Acquisition, Inc. began the offer for all outstanding shares of common stock of CV Therapeutics. The offer is scheduled to expire at 12:01 a.m. ET on March 27.

As previously noted, CV Therapeutics recently rejected Astellas' offer and extended its shareholder rights plan to Feb. 1, 2010.

Astellas previously said CV Therapeutics, a Palo Alto, Calif., biopharmaceutical company, rejected the same offer in November and refused to enter into discussions regarding a possible transaction.

Astellas subsidiary Astellas US Holding, Inc. filed a lawsuit in the Delaware Chancery Court against CV Therapeutics and its directors. In the lawsuit, Astellas seeks declaratory and injunctive relief to prevent CV Therapeutics from using its amended stockholders rights plan to prevent CV Therapeutics' stockholders from tendering their shares into Astellas' tender offer.

Astellas, a Tokyo-based pharmaceutical company, also wants to preclude CV Therapeutics from claiming that the tender offer violates a 2000 agreement between the two companies.

Lazard Frères & Co. LLC is acting as dealer manager, Morrison and Foerster LLP as legal counsel and Georgeson Inc. as information agent in connection with Astellas' tender offer.

CV Therapeutics is being advised by Barclays Capital, Goldman Sachs and Latham & Watkins LLP.

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