Gilead outbids Astellas with $1.4B offer for CV Therapeutics

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Gilead Sciences will acquire CV Therapeutics for approximately $1.4 billion in cash through a tender offer second-step merger, after repeated attempts from Astellas Pharma to take over CV Therapeutics for $1 billion.

The CV Therapeutics board of directors unanimously approved the transaction and has agreed to recommend to its stockholders that they tender their shares pursuant to the tender offer. CV Therapeutics will become a wholly owned subsidiary of the Foster City, Calif.-based Gilead.

The $1.4 billion transaction is expected to be dilutive to Gilead's earnings in 2009, neutral to accretive in 2010 and accretive in 2011 and beyond.

The Palo Alto, Calif.-based CV Therapeutics develops small molecule drugs for the treatment of cardiovascular diseases. In 2008, its two marketed products, Ranexa (ranolazine extended-release tablets), indicated for the treatment of chronic angina, and Lexiscan (regadenoson) injection for use as a pharmacologic stress agent in radionuclide myocardial perfusion imaging in patients unable to undergo adequate exercise stress, contributed to total revenues of $154.5 million, according to the companies. Its pipeline includes candidates being trialed for the treatment of atrial fibrillation and diabetes.

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, the companies said. The transaction is not conditional on financing.

Gilead said it intends to finance the transaction through available cash on hand, and the deal is expected to close during the second quarter of this year.

Merrill Lynch is acting as the exclusive financial advisor to Gilead in the transaction. Barclays Capital and Goldman, Sachs are acting as financial advisers to CV Therapeutics. Cooley Godward Kronish is serving as legal counsel to Gilead and Latham & Watkins is serving as legal counsel to CV Therapeutics.