Japan's No.2 drugmaker Astellas makes $1-billion hostile bid for US firm CV Therapeutics

28 February 2009

Japan's No.2 drugmaker Astellas Pharma Inc, which went hostile with its $1-billion bid for CV Therapeutics earlier yesterday, also filed a lawsuit against the US biotech firm to prevent it from applying a recently amended shareholder rights plan to stop the takeover.

CV, saying the offer significantly undervalued the company and its growth potentials, has twice rejected Astellas' $16-a-share bid. However, Astellas had said it would keep pursuing CV and look into all available options.

Astellas first brought its offer for CV Therapeutics' board in November, and made the approach public on 27 January, when it represented a 41 per cent premium to the share price. CV shares were up 2 per cent at $16.18, slightly above the offer price, in yesterday's morning trade on NASDAQ.

The bid may foreshadow a fight to oust Louis Lange as chief executive officer and chairman of CV Therapeutics. Lange is one of two directors whose terms expire at this year's annual meeting, according to a regulatory filing. Astellas needs board support to complete the purchase after CV Therapeutics renewed a so-called ''poison pill'' takeover defense last month.

Last month, CV extended a shareholder rights plan to 1 February 2010. The plan was set to expire on 1 February 2009. The company also said it would review its strategies in view of the Astellas bid.

''Their refusal to negotiate with us regarding our proposal has left us with no alternative but to take our offer directly to CV Therapeutics' stockholders,'' Astellas said, adding it may take action in connection with CV Therapeutics' annual meeting.