Gilead Sciences, Inc. (Nasdaq:GILD) and CV Therapeutics, Inc.
(Nasdaq:CVTX) today announced the signing of a definitive agreement
pursuant to which Gilead will acquire CV Therapeutics for $20.00
per share in cash through a tender offer and second step merger. CV
Therapeutics� Board of Directors has unanimously approved the
transaction and has agreed to recommend to its stockholders that
they tender their shares pursuant to the tender offer. CV
Therapeutics will become a wholly-owned subsidiary of Gilead. The
transaction is valued at approximately $1.4 billion and is expected
to be dilutive to Gilead�s earnings in 2009, neutral to accretive
in 2010 and accretive in 2011 and beyond.
CV Therapeutics focuses on the development of small molecule
drugs for the treatment of cardiovascular diseases. In 2008, its
two marketed products, Ranexa� (ranolazine extended-release
tablets), indicated for the treatment of chronic angina, and
Lexiscan� (regadenoson) injection for use as a pharmacologic stress
agent in radionuclide myocardial perfusion imaging in patients
unable to undergo adequate exercise stress, contributed to total
revenues of $154.5 million. CV Therapeutics� pipeline includes
multiple product candidates currently being evaluated for the
treatment of atrial fibrillation, pulmonary diseases and
diabetes.
�The acquisition of CV Therapeutics represents a unique
opportunity to complement and strengthen our growing cardiovascular
portfolio,� said John C. Martin, PhD, Chairman and Chief Executive
Officer, Gilead Sciences. �CV Therapeutics� experienced management
team has built a portfolio of marketed and investigational products
that address significant unmet medical needs, and that represent a
strategic fit with Gilead�s capabilities and focus. We look forward
to working together with the CV Therapeutics team to bring Ranexa
to more patients and deliver on the potential of the company�s
promising pipeline programs.�
�Since our company�s founding more than 15 years ago, we have
been focused on the development of medications to address
cardiovascular disease,� said Louis Lange, MD, PhD, Chairman and
Chief Executive Officer, CV Therapeutics. �Through the dedication
and effort of our employees, we have made tremendous progress in
changing the practice of cardiology. We are very pleased with
the�offer Gilead presented,�which we believe represents compelling
value for our shareholders.�
Terms of the
Transaction
The closing of the tender offer is subject to various
conditions, including the tender of at least a majority of the
outstanding shares of CV Therapeutics common stock in the tender
offer and the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act. The transaction is
not conditional on financing. Gilead intends to finance the
transaction through available cash on hand. The tender offer is
expected to close during the second quarter of 2009. Following
completion of the tender offer, Gilead will acquire all remaining
shares of CV Therapeutics through a second step merger at a price
of $20.00 per share. Merrill Lynch & Co. is acting as the
exclusive financial advisor to Gilead in the transaction. Barclays
Capital and Goldman, Sachs & Co. are acting as financial
advisors to CV Therapeutics. Cooley Godward Kronish LLP is serving
as legal counsel to Gilead and Latham & Watkins LLP is serving
as legal counsel to CV Therapeutics.
Conference Call
Gilead will host a conference call today, March 12, 2009, at
8:30 a.m. Eastern Time, to discuss the proposed acquisition. To
access the live call, please dial 1-866-831-6162 (U.S.) or
1-617-213-8852 (international). The conference passcode number is
97845336. Telephone replay will be available approximately one hour
after the call through 11:30 a.m. Eastern Time, March 15, 2009. To
access, please call 1-888-286-8010 (U.S.) or 1-617-801-6888
(international). The conference passcode number for the replay is
82065804. The information provided on the teleconference is only
accurate at the time of the conference call, and Gilead will take
no responsibility for providing updated information.
About Gilead
Sciences
Gilead Sciences is a biopharmaceutical company that discovers,
develops and commercializes innovative therapeutics in areas of
unmet medical need. The company�s mission is to advance the care of
patients suffering from life-threatening diseases worldwide.
Headquartered in Foster City, California, Gilead has operations in
North America, Europe and Australia.
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� (ranolazine extended-release tablets), indicated for the
treatment of chronic angina, and Lexiscan� (regadenoson) injection
for use as a pharmacologic stress agent in radionuclide myocardial
perfusion imaging in patients unable to undergo adequate exercise
stress. Ranexa� (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.
Forward-Looking
Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors,
including the risks to both companies that the acquisition of CV
Therapeutics will not be consummated as the transaction is subject
to certain closing conditions. For example, the transaction would
not be consummated if less than a majority of the shares of CV
Therapeutics common stock are tendered in the tender offer or if
clearance under the Hart-Scott-Rodino Antitrust Improvements Act is
not obtained. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including statements regarding the anticipated timing
of filings and approvals relating to the transaction; the expected
timing of the completion of the transaction; the ability to
complete the transaction considering the various closing
conditions; any projections of earnings, revenues or other
financial items; any statements of the plans, strategies and
objectives of management for future operations; any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. In addition, if and when the transaction is
consummated, there will be risks and uncertainties related to
Gilead�s ability to successfully integrate the products and
employees of Gilead and CV Therapeutics, the ability to ensure
continued performance or market growth of CV Therapeutics� approved
products and the ability to advance pipeline programs. These risks,
uncertainties and other factors, and the general risks associated
with the respective businesses of Gilead and CV Therapeutics
described in the reports and other documents filed by each of them
with the Securities and Exchange Commission, could cause actual
results to differ materially from those referred to in the
forward-looking statements. The reader is cautioned not to rely on
these forward-looking statements. All forward-looking statements
are based on information currently available to Gilead and CV
Therapeutics, and neither Gilead nor CV Therapeutics assumes any
obligation to update any such forward-looking statements or other
statements included in this press release.
Additional Information and
Where to Find It
The tender offer for the outstanding common stock of CV
Therapeutics referred to in this press release has not yet
commenced. This announcement is neither an offer to purchase nor a
solicitation of an offer to sell shares of CV Therapeutics. CV
Therapeutics stockholders are urged to read the relevant tender
offer documents when they become available because they will
contain important information that stockholders should consider
before making any decision regarding tendering their shares. At the
time the offer is commenced, Gilead will file tender offer
materials with the U.S. Securities and Exchange Commission and CV
Therapeutics will file a Solicitation/Recommendation Statement with
respect to the offer. The tender offer materials (including an
Offer to Purchase, a related Letter of Transmittal and certain
other offer documents) and the Solicitation/Recommendation
Statement will contain important information, which should be read
carefully before any decision is made with respect to the tender
offer. The Offer to Purchase, the related Letter of Transmittal and
certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all stockholders of CV Therapeutics at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the Commission�s web
site at www.sec.gov. Free copies of the Offer to Purchase, the
related Letter of Transmittal and certain other offering documents
will be made available by Gilead by mail to Gilead Sciences, Inc.,
333 Lakeside Drive, Foster City, CA 94404, attention: Investor
Relations, and free copies of the Solicitation/Recommendation
Statement will be made available by CV Therapeutics by contacting
Mackenzie Partners, Inc. at (800) 322-2885 toll free or (212)
929-5500 collect.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Gilead and CV Therapeutics
file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission.
Investors may read and copy any reports, statements or other
information filed by Gilead or CV Therapeutics at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the Commission at 1?800?SEC?0330 for further
information on the public reference room. Gilead�s and CV
Therapeutics� filings with the Commission are also available to the
public from commercial document-retrieval services and at the
website maintained by the Commission at http://www.sec.gov.
Interests of Certain Persons
in the Offer and the Merger
Gilead will be, and certain other persons may be, soliciting CV
Therapeutics stockholders to tender their shares into the tender
offer. The directors and executive officers of Gilead and the
directors and executive officers of CV Therapeutics may be deemed
to be participants in Gilead�s solicitation of CV Therapeutics�
stockholders to tender their shares into the tender offer.
Investors and stockholders may obtain more detailed information
regarding the names, affiliations and interests of the directors
and officers of Gilead and CV Therapeutics in the tender offer by
reading the Offer to Purchase and certain other offer documents, as
well as the Solicitation/Recommendation Statement, when they become
available.
For more information on Gilead
Sciences, please visit the company's website at www.gilead.com or
call Gilead Public Affairs at 1-800-GILEAD-5 or 1-650-574-3000.
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