CV Therapeutics' Board of Directors Recommends Stockholders Accept Gilead Sciences' $20.00 per Share Cash Tender Offer
18 Março 2009 - 6:05PM
Marketwired
CV Therapeutics, Inc. (NASDAQ: CVTX) announced today that its board
of directors has unanimously agreed to recommend that stockholders
tender their shares to Gilead Sciences, Inc. (NASDAQ: GILD) at the
previously announced price of $20.00 per share. The directors also
indicated that they intend to tender all their shares of CV
Therapeutics.
The transaction is expected to close during the second quarter
of 2009 and 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.
Following completion of the tender offer, Gilead will acquire all
remaining shares of CV Therapeutics through a second step merger at
a price of $20.00 per share.
In consultation with its independent financial and legal
advisors, CV Therapeutics has filed a solicitation/recommendation
statement on Schedule 14D-9 with the Securities and Exchange
Commission. Stockholders of CV Therapeutics are advised to read CV
Therapeutics' Schedule 14D-9 statement because it contains
important information. Stockholders may obtain a free copy of the
statement at the SEC's website at www.sec.gov. Stockholders may
also obtain, without charge, a copy of the statement from MacKenzie
Partners, Inc., which is assisting the company, by calling
800-322-2885 toll-free or by calling 212-929-5500 or by emailing
cvtx@mackenziepartners.com.
Barclays Capital and Goldman Sachs are serving as financial
advisors, and Latham & Watkins LLP is serving as legal counsel,
to CV Therapeutics.
About CV Therapeutics
CV Therapeutics, Inc., headquartered in Palo Alto, California,
is a biopharmaceutical company primarily focused on applying
molecular cardiology to the discovery, development and
commercialization of novel, small molecule drugs for the treatment
of cardiovascular diseases. CV Therapeutics Europe Ltd. is the
company's European subsidiary based in the United Kingdom.
CV Therapeutics' approved products in the United States include
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.
Except for the historical information contained herein, the
matters set forth in this press release, including statements as to
research and development and commercialization of products, are
forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially,
including operating losses and fluctuations in operating results;
capital requirements; regulatory review and approval of our
products; the conduct and timing of clinical trials;
commercialization of products; market acceptance of products;
product labeling; concentrated customer base; reliance on strategic
partnerships and collaborations; uncertainties in drug development;
uncertainties regarding intellectual property and other risks
detailed from time to time in CV Therapeutics' SEC reports,
including its Annual Report on Form 10-K for the year ended
December 31, 2008. CV Therapeutics disclaims any intent or
obligation to update these forward-looking statements.
Contacts: John Bluth CV Therapeutics, Inc. 650-384-8850 Joele
Frank / Jeremy Jacobs Joele Frank, Wilkinson Brimmer Katcher
212-355-4449 Larry Dennedy / Amy Bilbija MacKenzie Partners, Inc.
212-929-5239 / 650-798-5206
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