CV Therapeutics board rejects Astellas $1B offer--again

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The board of directors for CV Therapeutics has reviewed and rejected the unsolicited, all-cash $1 billion proposal from Astellas Pharma for a second time.

"After careful consideration of the proposal with its independent financial and legal advisers, the CV Therapeutics board concluded that the Astellas proposal significantly undervalues the company and is not in the best interests of CV Therapeutics and its stockholders," the Palo Alto, Calif.-based CV Therapeutics stated. The board had previously rejected the same proposal on Nov. 21, 2008, when Astellas approached the company privately.

Despite the rejection at that time, Astellas made the same bid in January--apparently to no avail, as CV Therapeutics did not wait the 60 days offered until the expiration of the offer.

"We are disappointed that CV Therapeutics' board has rejected our all cash proposal and did not engage us in any discussions as part of their review of our proposal. We continue to believe that our proposal provides CV Therapeutics' stockholders excellent immediate value that exceeds what the company could reasonably expect to deliver through their standalone strategy," according to the Tokyo-based Astellas.

Louis G. Lange, chairman and CEO of CV Therapeutics, said that the company has a strategic plan "to enhance shareholder value. Moreover, we have always been, and remain, receptive to opportunities to further enhance shareholder value...The full promotional launch of the improved U.S. Ranexa labeling is just beginning, the introduction of Ranexa in Europe is imminent and Lexiscan is showing real growth in the marketplace. Accordingly, we expect 2009 to be another outstanding year, highlighted by increasing revenues and pipeline advancement, for example with CVT-3619," he said.

However, Astellas appears undeterred: "We remain committed to a transaction with CV Therapeutics, and while our desire continues to be to work together to negotiate a mutually agreeable transaction, we are considering all the options that are available to us to move our offer forward."