Astellas Pharma Inc has submitted a proposal to the board of directors of CV Therapeutics, Inc to acquire all outstanding common shares of CV Therapeutics for $16.00 per share in cash. The proposal represents a 41 per cent premium to the closing share price of CV Therapeutics on January 26, 2009, and a 69 per cent premium to CV Therapeutics' 60-day average closing price. The proposal is not subject to any financing condition and represents a total equity value of $1.0 billion on a fully diluted basis.
This proposal was previously submitted to the board of directors of CV Therapeutics in a letter dated November 14, 2008 and Astellas was informed on November 21, 2008 that the CV Therapeutics Board had rejected the proposal. CV Therapeutics has subsequently declined to engage Astellas in any meaningful discussions regarding a transaction.
"We are disappointed that the CV Therapeutics Board of Directors has rejected outright what we believe is a very compelling all-cash proposal that would deliver stockholders significant immediate value that we believe far exceeds what CV Therapeutics can achieve as a standalone company," said Masafumi Nogimori, president and CEO of Astellas. "CV Therapeutics' product portfolio, including its angina treatment agent Ranexa, would complement Astellas' US-based hospital and cardiology business, and our established infrastructure and proven track record in drug development and commercialization provide an ideal platform to increase the value inherent in CV Therapeutics.
"We are surprised that the CV Therapeutics Board has refused to engage us in meaningful discussions about our proposal; however, we remain committed to working cooperatively with CV Therapeutics to reach a mutually agreeable transaction should the Board reconsider our proposal and decide to engage us in discussions promptly."
Astellas Pharma, with global headquarters in Tokyo and US headquarters in Deerfield, Illinois, is a pharmaceutical company dedicated to improving the health of people around the world through the provision of innovative and reliable pharmaceutical products.