Case Update - 03/25/2009
On Friday, March 13, 2009 and reportedly on Thursday March 19, 2008, shareholder in CV Therapeutics stocks (NASDAQ: CVTX) filed a class action lawsuits on behalf of current investors in CV Therapeutics shares in Superior Court of California against CV Therapeutics, Inc. and certain member of the board of directors. The plaintiffs allege that CV and its board of directors breached their fiduciary duty and violated other state law in connection with the proposed transaction by Gilead Sciences, Inc to acquire CV Therapeutics, Inc for $20.00 per share in cash.

CV Therapeutics disclosed in a filing with the U.S. Securities and Exchange Commission the second lawsuit was filed on Thursday March 19, 2009 in Santa Clara County Superior Court by a group called Superior Partners. It accuses CV Therapeutics and its board of failing in their fiduciary duty to stockholders.

Among other claims, the suit alleges that CV Therapeutics’ board limited the number of potential buyers for the company and had a conflict of interest because they will receive monetary compensation from the sale.

Under the proposed acquisition CV Therapeutics will become a wholly-owned subsidiary of Gilead. The transaction is valued at approximately $1.4 billion. CV Therapeutics, Inc. is a biopharmaceutical company. CV Therapeutics, based in Palo Alto, California, is focused primarily on the discovery, development and commercialization of new small molecule drugs for the treatment of cardiovascular diseases. CV Therapeutics has 1.27Billion Market cap and made $154.47 revenue in 2008.

Original Post - 03/18/2009

On Friday, March 13, 2009, an investor in CV Therapeutics filed a lawsuit in Superior Court of California against CV Therapeutics, Inc. and certain member of the board of directors over alleged breach of fiduciary duty. Gilead Sciences, Inc proposed on March 12, 2009 to acquire CV Therapeutics for $20.00 per share in cash.

CV Therapeutics, Inc has been accused that the transaction appears to be unfair and undervalues the CV Therapeutics, Inc’s 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.”The first trading day after the announcement by Gilead, CVTX shares traded in excess of the $20 per share transaction price.

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.

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.

Just recently Astellas announced the termination of the its offer for CV Therapeutics and also reportedly intends to withdraw its lawsuit against CV Therapeutics and its directors. Thus there will be no bidding war for CV Therapeutics. But the recently filed lawsuit by an investor in CVTX shares was filed in effort to stop the merger under the given conditions.