California-based biopharmaceutical company CV Therapeutics and Gilead Sciences have signed of a definitive agreement pursuant to which Gilead will acquire CV Therapeutics for $20 per share in cash through a tender offer and second step merger.

CV Therapeutics’ Board has unanimously approved the transaction and has agreed to recommend to its stockholders that they tender their shares pursuant to the tender offer.

 The transaction, which makes CV Therapeutics a wholly-owned subsidiary of Gilead, is valued at approximately $1.4 billion and is expected to be dilutive to Gilead’s earnings in 2009, neutral to accretive in 2010 and accretive in 2011 and beyond.

CV Therapeutics focuses on the development of small molecule drugs for the treatment of cardiovascular diseases. In 2008, its two marketed products, Ranexa and Lexiscan contributed $154.5 million to total revenues. CV Therapeutics’ pipeline includes multiple product candidates currently being evaluated for the treatment of atrial fibrillation, pulmonary diseases and diabetes.

John Martin, Chairman and Chief Executive Officer, Gilead Sciences, said: “The acquisition of CV Therapeutics represents a unique opportunity to complement and strengthen our growing cardiovascular portfolio.”

The closing of the tender offer is subject to various conditions, including the tender of at least a majority of the outstanding shares of CV Therapeutics common stock in the tender offer and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The transaction is not conditional on financing.

Gilead intends to finance the transaction through available cash on hand. The tender offer is expected to close during the second quarter of 2009.