Gilead Sciences to acquire CV Therapeutics for $1.4 billion

13 March 2009

Gilead Sciences Inc. yesterday is acquiring CV Therapeutics Inc. for $1.4 billion, the latest in a recent flurry of drug-industry mergers.

Gilead, based in Foster City, California, will pay $20 for each share of Palo Alto, California-based CV in a tender offer and second-step merger. The offer represents a 25-per cent premium above CV's closing price Wednesday of $16.

John C. Martin, PhD, Gilead Chairman and Chief Executive Officer ''The acquisition of CV Therapeutics represents a unique opportunity to complement and strengthen our growing cardiovascular portfolio,'' said Gilead CEO John C. Martin.

The closing of the 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.

Louis G. Lange, MD, PhD Chairman and Chief Executive Officer Merrill Lynch & Co. is acting as the exclusive financial advisor to Gilead in the transaction. Barclays Capital and Goldman, Sachs & Co. are acting as financial advisors to CV Therapeutics. Cooley Godward Kronish LLP is serving as legal counsel to Gilead and Latham & Watkins LLP is serving as legal counsel to CV Therapeutics.

CV's board has approved the Gilead transaction, which will occur through a tender offer and second-step merger, and will recommend it to shareholders. Gilead said the transaction would be dilutive to its earnings in 2009, neutral to accretive in 2010, and accretive in 2011.