Astellas Files Lawsuit against CV Therapeutics
February 27 2009 - 10:05AM
Business Wire
Astellas US Holding, Inc., a wholly owned subsidiary of Astellas
Pharma Inc., today announced that it has filed a lawsuit in the
Delaware Chancery Court against CV Therapeutics Inc. (Nasdaq: CVTX)
and its directors seeking, among other things, declaratory and
injunctive relief to (i) prevent CV Therapeutics from applying its
recently amended stockholders rights plan in a way that would
prevent CV Therapeutics� stockholders from tendering their shares
into the tender offer announced by Astellas today and (ii) preclude
CV Therapeutics from claiming that a 2000 agreement between
Astellas and CV Therapeutics has been violated by the Astellas
tender offer.
Earlier today, Sturgeon Acquisition, Inc., an indirect
subsidiary of Astellas Pharma Inc. commenced a cash tender offer
for all outstanding shares of common stock of CV Therapeutics 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.
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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