CV Therapeutics' board in favor of merger with Gilead Sciences

By Lisa Kerner

Charlotte, N.C., March 18 - The board of directors of CV Therapeutics, Inc. is recommending that the company's stockholders tender their shares to Gilead Sciences, Inc.

CV Therapeutics agreed to be acquired by the Foster City, Calif.-based biopharmaceutical company for $20 per share in cash in a transaction valued at $1.4 billion.

Once the tender offer is completed, Gilead will acquire the remaining shares of CV Therapeutics through a second-step merger at the same $20-per-share price.

The merger is expected to close during the second quarter, CV Therapeutics said.

As previously reported, CV Therapeutics' board rejected Astellas Pharma Inc.'s $16-per-share cash tender offer for the company.

On Feb. 27, Astellas subsidiary Sturgeon Acquisition, Inc. began the offer for all outstanding shares of common stock of CV Therapeutics. The offer is scheduled to expire at 12:01 a.m. ET on March 27.

Astellas subsidiary Astellas US Holding, Inc. filed a lawsuit in the Delaware Chancery Court seeking declaratory and injunctive relief to prevent CV Therapeutics from using its amended stockholders rights plan to prevent CV Therapeutics' stockholders from tendering their shares into Astellas' tender offer.

In addition, Astellas, a Tokyo-based pharmaceutical company, wants to preclude CV Therapeutics from claiming that the tender offer violates a 2000 agreement between the two companies.

CV Therapeutics is being advised by Barclays Capital, Goldman Sachs and Latham & Watkins LLP.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.