By Jennifer Chiou
New York, March 12 - Gilead Sciences, Inc. said it signed a definitive agreement to acquire CV Therapeutics, Inc. for $20.00 a share in cash in a transaction valued at $1.4 billion.
The company will acquire CV Therapeutics through a tender offer and second-step merger. CV Therapeutics' board has unanimously approved the transaction.
The acquisition is expected to close in the second quarter of 2009.
"The acquisition of CV Therapeutics represents a unique opportunity to complement and strengthen our growing cardiovascular portfolio," John C. Martin, chairman and chief executive officer of Gilead, said in a news release.
"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."
The closing of the tender offer is subject to the tender of at least a majority of the outstanding shares of CV Therapeutics and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
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.
Gilead also said that it will assume $292 million in convertible subordinated notes, which are included in the overall purchase price.
CV Therapeutics has 2% senior subordinated convertible debentures due 2023; 2.75% senior subordinated convertible notes due 2012; and 3.25% senior subordinated convertible notes due 2013, according to filings with the Securities and Exchange Commission.
Merrill Lynch & Co. is the financial adviser to Gilead, and Barclays Capital and Goldman, Sachs & Co. are the financial advisers to CV Therapeutics.
Foster City, Calif.-based biopharmaceutical company Gilead announced its plans on Thursday to acquire Palo Alto, Calif.-based CV Therapeutics, which manufactures drugs for the treatment of cardiovascular diseases.
| Acquirer: | Gilead Sciences, Inc.
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| Target: | CV Therapeutics, Inc.
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| Announcement date: | March 12
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| Price per share: | $20.00
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| Transaction total: | $1.4 billion
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| Expected closing: | Second quarter of 2009
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| Stock price of target: | Nasdaq: CVTX: $16.00 on March 11
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