Astellas Pharma begins tender offer for CV Therapeutics, files lawsuit against company

By Lisa Kerner

Charlotte, N.C., Feb. 27 - Astellas Pharma Inc. subsidiary Sturgeon Acquisition, Inc. began a $16-per-share cash tender offer for all outstanding shares of common stock of CV Therapeutics Inc.

The offer is scheduled to expire at 12:01 a.m. ET on March 27.

CV Therapeutics recently rejected Astellas' offer and extended its shareholder rights plan to Feb. 1, 2010.

Astellas said CV Therapeutics, a Palo Alto, Calif., biopharmaceutical company, rejected the same offer in November and refused to enter into discussions regarding a possible transaction.

"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," Astellas said in a news release on Friday.

"We believe our offer provides CV Therapeutics' stockholders with immediate cash value that exceeds what the company could reasonably expect to deliver on its own, particularly given current uncertain market conditions and execution risks inherent in CV Therapeutics' standalone strategy."

CV Therapeutics released a statement Friday advising its shareholders not to take any action regarding the Astellas offer. The company said it plans to announce its formal position on the offer within 10 business days after consulting with its advisers.

Also on Friday, Astellas announced that its subsidiary, Astellas US Holding, Inc., filed a lawsuit in the Delaware Chancery Court against CV Therapeutics and its directors.

In the lawsuit, Astellas seeks 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.

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

Lazard Frères & Co. LLC is acting as dealer manager, Morrison and Foerster LLP as legal counsel and Georgeson Inc. as information agent in connection with Astellas' tender offer.

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

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