CV Therapeutics' Board of Directors Rejects Astellas Unsolicited Proposal
February 20 2009 - 5:00AM
PR Newswire (US)
PALO ALTO, Calif., Feb. 20 /PRNewswire-FirstCall/ -- CV
Therapeutics, Inc. (NASDAQ:CVTX) today announced that its board of
directors has thoroughly reviewed and 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. "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," said Louis G.
Lange, chairman and chief executive officer of CV Therapeutics.
Following is the text of the letter being sent by CV Therapeutics
today to Masafumi Nogimori, president and chief executive officer
of Astellas Pharma: Dear Mr. Nogimori: The CV Therapeutics board of
directors is committed to enhancing value for our stockholders. The
board, with the assistance of its financial and legal advisors, has
carefully considered your proposal to acquire our company in the
context of our strategic plans and the best interests of our
stockholders. We concluded that your proposal significantly
undervalues CV Therapeutics and its potential growth opportunities
and we decline to accept it. CV Therapeutics has a strategic plan
in place which we believe will enhance shareholder value. Moreover,
as we stated in our press release, we have always been, and remain,
receptive to opportunities to further enhance shareholder value.
Sincerely, Dr. Louis Lange Chairman and Chief Executive Officer 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. About CV Therapeutics CV
Therapeutics, Inc., headquartered in Palo Alto, California, is a
biopharmaceutical company primarily focused on applying molecular
cardiology to the discovery, development and commercialization of
novel, small molecule drugs for the treatment of cardiovascular
diseases. CV Therapeutics Europe Ltd. is the company's European
subsidiary based in the United Kingdom. CV Therapeutics' approved
products in the United States include Ranexa(R) (ranolazine
extended-release tablets), indicated for the treatment of chronic
angina, and Lexiscan(R) (regadenoson) injection for use as a
pharmacologic stress agent in radionuclide myocardial perfusion
imaging in patients unable to undergo adequate exercise stress.
Ranexa(R) (ranolazine prolonged-release tablets) is approved for
use in the European Union as add-on therapy for the symptomatic
treatment of patients with stable angina pectoris who are
inadequately controlled or intolerant to first-line anti anginal
therapies. CV Therapeutics also has other clinical and preclinical
drug development candidates and programs. Except for the historical
information contained herein, the matters set forth in this press
release, including statements as to research and development and
commercialization of products, are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially, including operating losses and
fluctuations in operating results; capital requirements; regulatory
review and approval of our products; the conduct and timing of
clinical trials; commercialization of products; market acceptance
of products; product labeling; concentrated customer base; reliance
on strategic partnerships and collaborations; uncertainties in drug
development; uncertainties regarding intellectual property and
other risks detailed from time to time in CV Therapeutics' SEC
reports, including its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2008. CV Therapeutics disclaims any
intent or obligation to update these forward-looking statements.
DATASOURCE: CV Therapeutics, Inc. CONTACT: John Bluth, Executive
Director, Corporate Communications & Investor Relations of CV
Therapeutics, Inc., +1-650-384-8850; Joele Frank or Jeremy Jacobs,
both of Joele Frank, Wilkinson Brimmer Katcher, +1-212-355-4449 Web
Site: http://www.cvt.com/
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