CV Tells Astellas to Take a Hike: Looks to Gilead

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 |  Includes: ALPMF, CVTX, GILD
by: Eben Tessari

All this talk by Astellas (OTCPK:ALPMF) about taking over the board of directors and taking the decision to the shareholders seems it may have been in vain. Gilead (NASDAQ:GILD) has agreed to acquire CV Therapeutics (CVTX) for $1.4B or $20/share through a tender offer and second step merger. - a $400M bump to the last Astellas offer of $16/share.

Terms

  1. The closing of the tender offer is subject to various conditions, including the tender of at least a majority of the outstanding shares of CV Therapeutics common stock in the tender offer and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
  2. The transaction is not conditional on financing. Gilead intends to finance the transaction through available cash on hand.
  3. The tender offer is expected to close during the second quarter of 2009.
  4. Following completion of the tender offer, Gilead will acquire all remaining shares of CV Therapeutics through a second step merger at a price of $20.00 per share.