Astellas Pharma Inc. (�Astellas�) today announced that its
indirect subsidiary, Sturgeon Acquisition, Inc., has commenced a
cash tender offer for all outstanding shares of common stock of CV
Therapeutics Inc. (Nasdaq: CVTX) at a price of US$16.00 per share.
The offer and withdrawal rights are scheduled to expire at 12:01
a.m., New York City time on March 27, 2009, unless the offer is
extended. The Company also announced that it is considering taking
action in connection with CV Therapeutics� 2009 Annual Meeting.
Astellas stated, �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.�
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.
The offer is conditioned upon, among other things, (i) there
having been validly tendered and not withdrawn before the
expiration of the offer at least the number of shares of common
stock of CV Therapeutics (the �Shares�), which, together with the
Shares then owned by Astellas and its subsidiaries, represents at
least a majority of the total number of Shares outstanding on a
fully-diluted basis, (ii) CV Therapeutics� Board of Directors
having redeemed the rights under its shareholder rights plan or
Sturgeon Acquisition being satisfied, in its reasonable discretion,
that the rights under the CV Therapeutics shareholder rights plan
have been invalidated or are otherwise inapplicable to the tender
offer and the proposed second-step merger described in the Offer to
Purchase (iii) CV Therapeutics� Board of Directors having waived,
rescinded or otherwise amended the standstill provision in the
stock purchase agreement between Astellas and CV Therapeutics, as
described in the Offer to Purchase, such that, or Sturgeon
Acquisition otherwise being satisfied, in its reasonable
discretion, that, such standstill provision has been invalidated or
is otherwise inapplicable to the tender offer and the proposed
second-step merger, (iv) CV Therapeutics� Board of Directors having
approved the offer and proposed second-step merger such that, or
Sturgeon Acquisition otherwise, being satisfied, in its reasonable
discretion, that, the restrictions on business combinations with
�interested stockholders� set forth in Section 203 of the General
Corporation Law of the State of Delaware are inapplicable to the
tender offer and the proposed second step merger, (v) CV
Therapeutics not having directly or indirectly sold, licensed or
otherwise transferred or encumbered (and not having agreed directly
or indirectly to sell, license or otherwise transfer or encumber)
any rights or assets related to Ranexa� (ranolazine) other than as
provided in and only to the extent (if any) required by, agreements
on file with the SEC as of the date of the Offer to Purchase as
such agreements are in effect as of the date of the Offer to
Purchase; and (vi) any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
having expired or been terminated. The tender offer is also subject
to certain other conditions contained in the Offer to Purchase.
The complete Offer to Purchase, Letter of Transmittal and other
offering documents are to be filed with the U.S. Securities and
Exchange Commission today. CV Therapeutics� stockholders may obtain
copies of all of the offering documents, including the Offer to
Purchase, free of charge at the SEC's website (www.sec.gov) or by
directing a request to Georgeson Inc., the Information Agent for
the offer, at (212) 440-9800. Additional information about the
transaction, including the offering documents, is also available at
www.cvtxvalue.com.
Lazard Fr�res & Co. LLC is acting as dealer manager,
Morrison and Foerster LLP as legal counsel, and Georgeson Inc. as
information agent in connection with the tender offer.
About Astellas
Astellas Pharma Inc., with global headquarters in Tokyo and US
headquarters in Deerfield, Illinois, is a pharmaceutical company
dedicated to improving the health of people around the world
through the provision of innovative and reliable pharmaceutical
products. The organization is committed to becoming a global
pharmaceutical company by combining outstanding R&D and
marketing capabilities and continuing to grow in the world
pharmaceutical market.
Astellas was formed by the historical merger of Japan's third
and fifth largest pharmaceutical companies - Yamanouchi, founded in
1923, and Fujisawa, founded in 1894. Today, Astellas is one of the
largest pharmaceutical companies in Japan with a market
capitalization of approximately $17.7 billion as of January 26,
2009, and, for the fiscal year ended March 31, 2008, net income of
approximately $1.8 billion.
The company has approximately 14,000 employees worldwide. This
includes 7,500 in Japan, 3,300 in Europe, 2,200 in North America
and 1,000 in Asia. Some of Astellas� core products in the US are:
Lexiscan� (regadenoson) and Adenoscan� (adenosine injection),
pharmacologic stress agents indicated for radionuclide myocardial
perfusion imaging/scintigraphy (MPI/S) in patients unable to
undergo adequate exercise stress; Prograf� (tacrolimus), an
immunosuppressant indicated for the prophylaxis of organ rejection
in patients receiving organ transplants; and VESIcare� (solifenacin
succinate), indicated for the treatment of overactive bladder with
symptoms of urgency, frequency, and urge incontinence.
Astellas is publicly traded on the Tokyo Stock Exchange. For
more information about Astellas Pharma Inc., please visit
www.astellas.com. For more
information about Astellas Pharma US, Inc., please visit
http://www.us.astellas.com/.
Additional Information
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell CVT common stock. The tender offer is being made pursuant
to a tender offer statement on Schedule TO (including the Offer to
Purchase, Letter of Transmittal and other related tender offer
materials) to be filed by Astellas with the Securities and Exchange
Commission (�SEC�) later today. These materials, as they may be
amended from time to time, contain important information, including
the terms and conditions of the offer, that should be read
carefully before any decision is made with respect to the tender
offer. Investors and security holders may obtain a free copy of
these materials and other documents filed by Astellas with the SEC
at the website maintained by the SEC at www.sec.gov. The Offer to
Purchase, Letter of Transmittal and other related tender offer
materials may also be obtained for free by contacting the
information agent for the tender offer, Georgeson Inc. at (212)
440-9800.
Astellas is not currently engaged in a solicitation of proxies
or consents from the stockholders of CV Therapeutics. However, in
connection with Astellas� proposal to acquire CV Therapeutics,
certain directors and officers of Astellas may participate in
meetings or discussions with CV Therapeutics stockholders. Astellas
does not believe that any of these persons is a �participant� as
defined in Schedule 14A promulgated under the Securities Exchange
Act of 1934, as amended (the �Exchange Act�), in the solicitation
of proxies or consents, or that Schedule 14A requires the
disclosure of certain information concerning any of them. If in the
future Astellas does engage in a solicitation of proxies or
consents from the stockholders of CV Therapeutics in connection
with its proposal to acquire CV Therapeutics, Astellas will amend
the information provided above to disclose the information
concerning participants in that solicitation required by Rule
14a-12 under the Exchange Act.
No assurance can be given that the proposed transaction
described herein will be consummated by Astellas, or completed on
the terms proposed or any particular schedule, that the proposed
transaction will not incur delays in obtaining the regulatory,
board or stockholder approvals required for such transaction, or
that Astellas will realize the anticipated benefits of the proposed
transaction.
Any information regarding CV Therapeutics contained herein has
been taken from, or is based upon, publicly available information.
Although Astellas does not have any information that would indicate
that any information contained herein is inaccurate or incomplete,
Astellas does not undertake any responsibility for the accuracy or
completeness of such information.
Astellas does not undertake, and specifically disclaims, any
obligation or responsibility to update or amend any of the
information above except as otherwise required by law.
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