PharmExec Blog

Astellas Keeps After CV Therapeutics

Astellas bid for CV Therapeutics turned hostile this morning when the Japanese drug firm offered $1 billion dollars for the company directly to shareholders.

The CVT board rejected Astellas’s second proposal last Friday stating that the Astellas proposal undervalued the company and is not in the best interest of the shareholders.

In a press release issued this morning Astellas stated, “While we continue to prefer to reach a negotiated agreement with CV Therapeutics’ Board, their refusal to engage with us regarding our proposal has left us with no alternative but to take our offer directly to CV Therapeutics’ stockholders. We believe our offer provides CV Therapeutics’ stockholders with immediate cash value that exceeds what the company could reasonably expect to deliver on it own, particularly given current uncertain market conditions and execution risks inherent in CV Therapeutics’ standalone strategy.”

The tender offer is a 41 percent premium to CVT’s closing share price of January 26, 2009, and a 69 percent premium to CVT’s 60-day average closing price ending on January 26th.

The bidding war began in November when Astellas made the first move to buy CVT. When the offer wasn’t accepted, Astellas made a second proposal to the board in late January, which was once again rejected by CVT on February 20th.

Meanwhile, Astellas US Holding, Inc., a subsidiary of Astellas Pharma Inc., today announced that it has filed a lawsuit in the Delaware Chancery Court against CV Therapeutics Inc. According to the press release its directors are seeking, “declaratory and injunctive relief to 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 preclude CV Therapeutics from claiming that a 2000 agreement between Astellas and CV Therapeutics has been violated by the Astellas tender offer.”

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