California-based biopharmaceutical company CV Therapeutics has advised its stockholders not to take action in response to Astellas Pharma's $16 per share cash offer. 

Japan-based pharmaceutical company Astellas Pharma has announced that its indirect subsidiary, Sturgeon Acquisition, has commenced an unsolicited tender offer for all outstanding common shares of CV Therapeutics at a price of $16 per share in cash.

CV Therapeutics' board of directors, in consultation with its independent financial and legal advisors, intends to advise stockholders of its formal position regarding the offer within 10 business days by filing a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission and made available to stockholders.
 
The Astellas tender offer represents a 41% premium to CV Therapeutics’ closing share price on January 26, 2009, the day prior to the public disclosure of Astellas’ proposal, and a 69% premium to CV Therapeutics’ 60-day average closing price ending January 26th. The tender offer is not conditioned on financing and represents a total equity value of approximately $1.1 billion.
 
Barclays Capital and Goldman Sachs are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel, to CV Therapeutics.
 
Lazard Frères & Co. LLC is serving as dealer manager, Morrison and Foerster LLP as legal counsel, and Georgeson Inc. as information agent to Astellas.

Astellas Said: “While we continue to prefer to reach a negotiated agreement with CV Therapeutics’ Board, their refusal to engage with us regarding our proposal has left us with no alternative but to take our offer directly to CV Therapeutics’ stockholders. We believe our offer provides CV Therapeutics’ stockholders with immediate cash value that exceeds what the company could reasonably expect to deliver on it own, particularly given current uncertain market conditions and execution risks inherent in CV Therapeutics’ standalone strategy.”