Astellas Pharma Inc. today announced that its wholly owned
subsidiary, Astellas US Holding, Inc., will nominate two directors
for election to the Board of Directors of CV Therapeutics, Inc.
(Nasdaq: CVTX) and submit a stockholder proposal to remove the
remaining four directors at the 2009 Annual Meeting.
The election of the two Astellas nominees requires a plurality
of the stockholder votes cast. Under CV Therapeutics� certificate
of incorporation, the remaining directors can be removed without
cause by holders of 2/3 of the outstanding shares of CV
Therapeutics.
Astellas has identified two highly qualified independent
nominees to replace CV Therapeutics Chairman and Chief Executive
Officer Louis G. Lange, M.D., Ph.D. and Director Thomas E. Shenk,
Ph.D., the two CV Therapeutics directors whose terms of office
expire at the 2009 Annual Meeting.
Astellas stated, �While we continue to prefer a negotiated
agreement with CV Therapeutics, the refusal of the Board to engage
us has left us no alternative but to take our offer directly to the
company�s stockholders and also to ask them to elect a Board that
is willing to consider opportunities to maximize value for all CV
Therapeutics shareholders.�
Astellas is currently reviewing the recent changes made by CV
Therapeutics to its bylaws, which require, among other things, that
each nominee complete a questionnaire and provide a representation
and agreement in connection with their nomination. Upon completion
of this process, Astellas will disclose its nominees.
Astellas intends to provide formal notice of its nominees and
stockholder proposal to CV Therapeutics prior to the deadline for
submitting proposals for the 2009 Annual Meeting, as announced in
the proxy statement for its 2008 Annual Meeting. CV Therapeutics
has yet to announce a date for the 2009 Annual Meeting or a record
date for the meeting. The 2008 Annual Meeting was held on May 20,
2008, and the record date was March 20, 2008.
On February 27, 2009, Astellas commenced a $16.00 per share cash
tender offer, which 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 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 complete Offer to Purchase, Letter of Transmittal and other
offering documents have been filed with the U.S. Securities and
Exchange Commission. 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.
On February 27, 2009, Astellas also filed a complaint in the
Delaware Court of Chancery seeking, among other things, to
invalidate recent amendments to CV Therapeutics� �poison pill�
stockholder rights plan. A copy of the complaint may be found at
www.cvtxvalue.com.
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 CV Therapeutics, Inc. 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) filed by Astellas with the
Securities and Exchange Commission (�SEC�) on February 27, 2009.
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.
Each of Astellas and Astellas US Holding, Inc. and certain of
their directors and executive officers, as well as the individuals
nominated by Astellas US Holding, Inc. for election to CV
Therapeutics, Inc.�s board of directors, may be deemed to be
participants in a solicitation of proxies in connection with CV
Therapeutics, Inc.�s 2009 Annual Meeting of Stockholders or at any
adjournment or postponement thereof. Information regarding
Astellas� and Astellas US Holding, Inc.�s directors and executive
officers is available in the Schedule TO and other documents filed
by Astellas with the SEC as described above, and further
information will be available in Astellas� proxy statement to be
filed with the SEC in connection with the solicitation of proxies
in due course. As of the date of this filing, Astellas US Holding,
Inc. is the record holder of 54,270 shares of common stock of CV
Therapeutics, Inc. and Astellas is deemed to be the beneficial
owner of 54,270 shares of common stock of CV Therapeutics, Inc.
Stockholders of CV Therapeutics, Inc. are advised to read Astellas�
proxy statement when it becomes available, because it will contain
important information. Stockholders of CV Therapeutics, Inc. and
other interested parties may obtain, free of charge, copies of the
proxy statement (when available), and any other documents filed by
Astellas with the SEC in connection with the proxy solicitation, at
the SEC's website as described above. The proxy statement (when
available) and these other documents may also be obtained free of
charge by contacting Georgeson Inc. at the number listed above.
No assurance can be given that the proposed transactions
described herein will be consummated by Astellas, or completed on
the terms proposed or any particular schedule, that the proposed
transactions will not incur delays in obtaining the regulatory,
board or stockholder approvals required for such transactions, or
that Astellas will realize the anticipated benefits of any proposed
transactions.
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.
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