Astellas Pharma Inc. (Astellas) announced on Tuesday, January 27, 2009, a proposed acquisition of CV Therapeutics, Inc. for $16 cash and Gilead Sciences, Inc proposed on March 12, 2009 to acquire CV Therapeutics for $20.00 per share in cash. An investigation on behalf of current investors in CV Therapeutics alleging the transaction appears to be unfair and undervalues the CV Therapeuticss shares given CV Therapeuticss record revenues for 2008 and bright prospects as a standalone entity was announced.

According to the investigation by a law firm the transaction appears to be unfair and undervalues the CV Therapeutics, Incs shares given its record revenues for 2008 and bright prospects as a standalone entity. Specifically, Dr. Louis Lange, the Chief Executive Officer of the Company recently said that 2008 was an exceptional year for CV Therapeutics and its shareholders, as we received three major regulatory approvals, retired more than $100 million in debt, completed two major strategic transactions bringing in more than $250 million in non-dilutive net cash, grew our Ranexa business by 64 percent year-over-year, and saw our share price outperform the NASDAQ by more than 40 percent. Dr. Lange also said that the Company expect[s] 2009 to be another outstanding year, highlighted by increasing revenues and pipeline advancement, for example with CVT-3619. Under the terms of the proposed transaction, however, CV Therapeutics shareholders will not participate in the Companys bright future. In addititon the investigation alleges that on the first trading day after the announcement by Gilead, CVTX shares traded in excess of the $20 per share transaction price indicating that shareholders believe that the CV Therapeutics, Incs true value is higher.

On Tuesday, January 27, 2009, Astellas Pharma Inc. announced already a proposed acquisition of CV Therapeutics, Inc. for $16 cash and Astellas US Holding, Inc., a subsidiary of Astellas Pharma Inc., filed a lawsuit in the Delaware Chancery Court against CV Therapeutics Inc. seeking, among other things, declaratory and injunctive relief to prevent CV Therapeutics from applying its recently amended stockholders rights plan in a way that would prevent CV Therapeutics stockholders from tendering their shares into the tender offer announced by Astellas today and preclude CV Therapeutics from claiming that a 2000 agreement between Astellas and CV Therapeutics has been violated by the Astellas tender offer. CV Therapeutics, Inc. said in a press release that CV shareholders should not respond to Astellas Pharma Inc.'s announcement that its indirect subsidiary, Sturgeon Acquisition, Inc., has commenced an unsolicited tender offer for all outstanding common shares of CV Therapeutics at a price of $16.00 per share in cash. This proposal was previously submitted to the Board of Directors of CV Therapeutics in a letter dated November 14, 2008. On November 21, 2008 the CV Therapeutics Board had rejected the proposal. CV Therapeutics has subsequently declined to engage Astellas in any meaningful discussions regarding a transaction and is playing hard to get.

Masafumi Nogimori, president and CEO of Astellas said that We are disappointed that the CV Therapeutics Board of Directors has rejected outright what we believe is a very compelling all-cash proposal that would deliver stockholders significant immediate value that we believe far exceeds what CV Therapeutics can achieve as a standalone company. Today, on Tuesday, January 27, 2009, Astellas Pharma Inc sent reportedly another letter to CVTX Board of Directors to convince CV Therapeutics to accept the proposed offer. Then on 12 March 2009 CV Therapeutics announced that its board has rejected the cash offer of USD16 per share made by Astellas. On the same day Gilead Sciences, Inc., which makes the H.I.V. drugs Truvada, Viread and Atriplia announced the signing of a definitive agreement pursuant to which Gilead will acquire CV Therapeutics for $20.00 per share in cash through a tender offer and second step merger. CV Therapeutics Board of Directors has 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 Gilead. The transaction is valued at approximately $1.4 billion. But the investigation alleges that the transaction appears to be unfair and undervalues the Companys shares.