Astellas sues CV Therapeutics over $1B bid rejection

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Astellas US Holding, a wholly owned subsidiary of Astellas Pharma, has filed a lawsuit in the Delaware Chancery Court against CV Therapeutics and its directors related to a recent tender offer for CV's common stock.

The company said it is seeking declaratory and injunctive relief to prevent CV Therapeutics from applying its recently amended stockholders rights plan in a way that would prevent CV's stockholders from tendering their shares into the tender offer announced by Astellas. It also seeks to preclude CV Therapeutics from claiming that a 2000 agreement between Astellas and CV Therapeutics has been violated by the Astellas tender offer.

Simultaneously, Astellas' indirect subsidiary, Sturgeon Acquisition, commenced a cash tender offer for all outstanding shares of common stock of the Palo Alto, Calif.-based CV Therapeutics for approximately $1.1 billion. The offer and withdrawal rights are scheduled to expire on March 27, unless the offer is extended.

The Tokyo-based company also said that it is considering taking action in connection with CV Therapeutics' 2009 annual meeting.

"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. "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 company said its tender offer represents a 41 percent premium to CV Therapeutics' closing share price on Jan. 26, and a 69 percent premium to CV Therapeutics' 60-day average closing price ending Jan. 26. The tender offer is not conditioned on financing.