- Current report filing (8-K)
February 20 2009 - 4:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 02/20/2009
CV THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-21643
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Delaware
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43-1570294
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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3172 Porter Drive, Palo Alto, CA 94304
(Address of principal executive offices, including zip code)
650-384-8500
(Registrants telephone number, including area code)
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01.
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Regulation FD Disclosure
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(a)
On February 20, 2009, CV Therapeutics, Inc. (the Company) publicly disseminated a press release announcing that the Companys board
of directors has again reviewed and rejected the previously announced unsolicited proposal from Astellas Pharma Inc. (Astellas) to acquire the Company at a price of $16.00 per share. After consideration of the Astellas proposal with its
independent financial and legal advisors, the Companys board of directors concluded that the proposal significantly undervalues the Company and is not in the best interests of the Company and its stockholders.
Louis G. Lange, the Companys chairman and chief executive officer, sent a letter to that effect to Masafumi Nogimori, president and chief executive
officer of Astellas, on February 20, 2009. A copy of the Companys press release, dated February 20, 2009, including the full text of the letter, is furnished with this Form 8-K and attached hereto as Exhibit 99.1. Exhibit 99.1 of
this Form 8-K shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise be subject to the liabilities under that Section of the
Exchange Act, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
The Astellas proposal is further described in the Companys Current Report on Form 8-K filed on January 30, 2009 and the press release attached as Exhibit 99.1 thereto. The Companys board of directors
had previously rejected the same proposal on November 21, 2008.
(b)
In addition, as relates to the Lexiscan
®
(regadenson injection) product being sold in the United States by the Companys collaborative partner Astellas US LLC (a U.S. subsidiary of Astellas Pharma Inc.), the Company believes that the product should
expand the overall market for pharmacologic stress imaging agents in the United States, that the product could capture a significant portion of the market for such agents in the United States in 2009 and become a multi-hundred million dollar product
as well this year, and that the product may ultimately achieve more than $500 million in total worldwide sales over time assuming future regulatory approvals and launches.
The matters set forth in this report 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 CV Therapeutics 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.
*****
Item 9.01.
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Financial Statements and Exhibits
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99.1
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Press Release dated February 20, 2009.
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Signature(s)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CV THERAPEUTICS, INC.
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Date: February 20, 2009
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By:
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/s/ TRICIA BORGA SUVARI
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TRICIA BORGA SUVARI
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Senior Vice President and General Counsel
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Exhibit Index
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Exhibit No.
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Description
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EX-99.1
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Press Release dated February 20, 2009.
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