Astellas takes bid for CV Therapeutics to shareholders; sues to stop poison-pill defense

cv-therapeutics-logo1Astellas Pharma is appealing directly to the stockholder of CV Therapeutics, offering to give them $16 a share, an offer it has unsuccessfully made twice before to CV’s board, most recently a week ago.

“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 $16 offer, which expires March 27, “represents a 41 percent premium to CV Therapeutics’ closing price on Jan. 26,” the day Astellas’s original offer from November was first made public in an SEC filing, according to a press release Astellas put out in conjunction with the offer.

CV Therapeutics advised stockholders to “take no action at this time” to the offer. In February the Palo Alto maker of the chest-pain treatment drug, Ranexa, extended a shareholder rights plan that had been set to expire. Astellas has sued to invalidate the plan, also known as a poison pill, which is designed to frustrate unsolicited takeovers.

Astellas, Japan’s second largest drug company, currently collaborates with CV Therapeutics on its Lexiscan drug to help coronary patients who are unable to undergo adequate exercise stress tests.


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