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 Astellasâ€™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, â€œWhile we continue to prefer to reach a negotiated agreement with CV Therapeuticsâ€™ Board, their refusal to engage with us regarding our proposal has left us with no alternative but to take our offer directly to CV Therapeuticsâ€™ stockholders. We believe our offer provides CV Therapeuticsâ€™ 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 Therapeuticsâ€™ standalone strategy.â€
The tender offer is a 41 percent premium to CVTâ€™s closing share price of January 26, 2009, and a 69 percent premium to CVTâ€™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 wasnâ€™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, â€œdeclaratory and injunctive relief to prevent CV Therapeutics from applying its recently amended stockholders rights plan in a way that would prevent CV Therapeuticsâ€™ 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.â€