Palo Alto, California-based biopharmaceutical company CV Therapeutics has rejected the previously announced unsolicited proposal from Astellas Pharma Inc. to acquire CV Therapeutics at a price of $16.00 per share.
After careful consideration of the proposal with its independent financial and legal advisors, the CV Therapeutics board concluded that the Astellas proposal significantly undervalues the company and is not in the best interests of CV Therapeutics and its stockholders. The board had previously rejected the same proposal on November 21, 2008, when Astellas approached the company privately.
Louis G. Lange, chairman and chief executive officer of CV Therapeutics, said: "CV Therapeutics has a strategic plan in place which we believe will enhance shareholder value. Moreover, we have always been, and remain, receptive to opportunities to further enhance shareholder value. Executing on our strategic plan enabled us to achieve outstanding results in 2008, with multiple regulatory approvals, record revenues and two exceptional strategic transactions.
“This strong record of product approvals, which exceeds that of many pharma companies over the last several years, has allowed the company to establish a solid cash position. The full promotional launch of the improved U.S. Ranexa labeling is just beginning, the introduction of Ranexa in Europe is imminent, and Lexiscan is showing real growth in the marketplace. Accordingly, we expect 2009 to be another outstanding year, highlighted by increasing revenues and pipeline advancement, for example with CVT-3619.”
As previously announced, CV Therapeutics received a letter dated November 13, 2008 from Astellas setting forth an unsolicited proposal by Astellas to acquire the company at a price of $16.00 per share, subject to due diligence, Astellas board approval and other conditions. On November 21, 2008, after careful deliberation, with the assistance of its financial and legal advisors, the CV Therapeutics board of directors concluded that the Astellas proposal was not in the best interests of CV Therapeutics and its stockholders. Dr. Louis Lange, chairman and chief executive officer of CV Therapeutics, sent a letter dated November 21, 2008 to that effect to Astellas on behalf of the board of directors of CV Therapeutics.
Barclays Capital and Goldman Sachs are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel, to CV Therapeutics.
