March 12, 2009
Gilead Sciences Agrees to Acquire CV Therapeutics for $20.00 Per Share
- Deal to Expand Gilead's Cardiovascular Franchise and Pipeline - FOSTER CITY, Calif. & PALO ALTO, Calif.--(BUSINESS WIRE)--Mar. 12, 2009--
Gilead Sciences, Inc. (Nasdaq:GILD) and CV Therapeutics, Inc.
(Nasdaq:CVTX) today 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 and is expected to be dilutive to Gilead’s
earnings in 2009, neutral to accretive in 2010 and accretive in 2011 and
beyond.
CV Therapeutics focuses on the development of small molecule drugs for
the treatment of cardiovascular diseases. In 2008, its two marketed
products, 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, contributed to total revenues of $154.5
million. CV Therapeutics’ pipeline includes multiple product candidates
currently being evaluated for the treatment of atrial fibrillation,
pulmonary diseases and diabetes.
“The acquisition of CV Therapeutics represents a unique opportunity to
complement and strengthen our growing cardiovascular portfolio,” said
John C. Martin, PhD, Chairman and Chief Executive Officer, Gilead
Sciences. “CV Therapeutics’ experienced management team has built a
portfolio of marketed and investigational products that address
significant unmet medical needs, and that represent a strategic fit with
Gilead’s capabilities and focus. We look forward to working together
with the CV Therapeutics team to bring Ranexa to more patients and
deliver on the potential of the company’s promising pipeline programs.”
“Since our company’s founding more than 15 years ago, we have been
focused on the development of medications to address cardiovascular
disease,” said Louis Lange, MD, PhD, Chairman and Chief Executive
Officer, CV Therapeutics. “Through the dedication and effort of our
employees, we have made tremendous progress in changing the practice of
cardiology. We are very pleased with the offer Gilead presented, which
we believe represents compelling value for our shareholders.”
Terms of the Transaction
The closing of the tender 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 and the expiration of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act. The transaction is not conditional on financing. Gilead intends to
finance the transaction through available cash on hand. The tender offer
is expected to close during the second quarter of 2009. 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. 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.
Conference Call
Gilead will host a conference call today, March 12, 2009, at 8:30 a.m.
Eastern Time, to discuss the proposed acquisition. To access the live
call, please dial 1-866-831-6162 (U.S.) or 1-617-213-8852
(international). The conference passcode number is 97845336. Telephone
replay will be available approximately one hour after the call through
11:30 a.m. Eastern Time, March 15, 2009. To access, please call
1-888-286-8010 (U.S.) or 1-617-801-6888 (international). The conference
passcode number for the replay is 82065804. The information provided on
the teleconference is only accurate at the time of the conference call,
and Gilead will take no responsibility for providing updated information.
About Gilead Sciences
Gilead Sciences is a biopharmaceutical company that discovers, develops
and commercializes innovative therapeutics in areas of unmet medical
need. The company’s mission is to advance the care of patients suffering
from life-threatening diseases worldwide. Headquartered in Foster City,
California, Gilead has operations in North America, Europe and Australia.
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. Ranexa®
(ranolazine prolonged-release tablets) is approved for use in the
European Union as add-on therapy for the symptomatic treatment of
patients with stable angina pectoris who are inadequately controlled or
intolerant to first-line anti anginal therapies. CV Therapeutics also
has other clinical and preclinical drug development candidates and
programs.
Forward-Looking Statements
This press release includes forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that
are subject to risks, uncertainties and other factors, including the
risks to both companies that the acquisition of CV Therapeutics will not
be consummated as the transaction is subject to certain closing
conditions. For example, the transaction would not be consummated if
less than a majority of the shares of CV Therapeutics common stock are
tendered in the tender offer or if clearance under the Hart-Scott-Rodino
Antitrust Improvements Act is not obtained. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements, including statements regarding the
anticipated timing of filings and approvals relating to the transaction;
the expected timing of the completion of the transaction; the ability to
complete the transaction considering the various closing conditions; any
projections of earnings, revenues or other financial items; any
statements of the plans, strategies and objectives of management for
future operations; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. In addition,
if and when the transaction is consummated, there will be risks and
uncertainties related to Gilead’s ability to successfully integrate the
products and employees of Gilead and CV Therapeutics, the ability to
ensure continued performance or market growth of CV Therapeutics’
approved products and the ability to advance pipeline programs. These
risks, uncertainties and other factors, and the general risks associated
with the respective businesses of Gilead and CV Therapeutics described
in the reports and other documents filed by each of them with the
Securities and Exchange Commission, could cause actual results to differ
materially from those referred to in the forward-looking statements. The
reader is cautioned not to rely on these forward-looking statements. All
forward-looking statements are based on information currently available
to Gilead and CV Therapeutics, and neither Gilead nor CV Therapeutics
assumes any obligation to update any such forward-looking statements or
other statements included in this press release.
Additional Information and Where to
Find It
The tender offer for the outstanding common stock of CV Therapeutics
referred to in this press release has not yet commenced. This
announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of CV Therapeutics. CV Therapeutics stockholders
are urged to read the relevant tender offer documents when they become
available because they will contain important information that
stockholders should consider before making any decision regarding
tendering their shares. At the time the offer is commenced, Gilead will
file tender offer materials with the U.S. Securities and Exchange
Commission and CV Therapeutics will file a Solicitation/Recommendation
Statement with respect to the offer. The tender offer materials
(including an Offer to Purchase, a related Letter of Transmittal and
certain other offer documents) and the Solicitation/Recommendation
Statement will contain important information, which should be read
carefully before any decision is made with respect to the tender offer.
The Offer to Purchase, the related Letter of Transmittal and certain
other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of CV Therapeutics
at no expense to them. The tender offer materials and the
Solicitation/Recommendation Statement will be made available for free at
the Commission’s web site at www.sec.gov.
Free copies of the Offer to Purchase, the related Letter of Transmittal
and certain other offering documents will be made available by Gilead by
mail to Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, CA
94404, attention: Investor Relations, and free copies of the
Solicitation/Recommendation Statement will be made available by CV
Therapeutics by contacting Mackenzie Partners, Inc. at (800) 322-2885
toll free or (212) 929-5500 collect.
In addition to the Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, Gilead and CV Therapeutics file
annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. Investors may
read and copy any reports, statements or other information filed by
Gilead or CV Therapeutics at the SEC public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Please call the Commission at
1−800−SEC−0330 for further information on the public reference room.
Gilead’s and CV Therapeutics’ filings with the Commission are also
available to the public from commercial document-retrieval services and
at the website maintained by the Commission at http://www.sec.gov.
Interests of Certain Persons in the
Offer and the Merger
Gilead will be, and certain other persons may be, soliciting CV
Therapeutics stockholders to tender their shares into the tender offer.
The directors and executive officers of Gilead and the directors and
executive officers of CV Therapeutics may be deemed to be participants
in Gilead’s solicitation of CV Therapeutics’ stockholders to tender
their shares into the tender offer.
Investors and stockholders may obtain more detailed information
regarding the names, affiliations and interests of the directors and
officers of Gilead and CV Therapeutics in the tender offer by reading
the Offer to Purchase and certain other offer documents, as well as the
Solicitation/Recommendation Statement, when they become available.
For more information on Gilead Sciences, please visit the company's
website at www.gilead.com or call Gilead Public Affairs at
1-800-GILEAD-5 or 1-650-574-3000.
Source: Gilead Sciences, Inc.
Gilead Sciences, Inc.
Susan Hubbard, 650-522-5715 (Investors)
Amy
Flood, 650-522-5643 (Media)
or
CV Therapeutics, Inc.
John
Bluth, 650-384-8850 (Investors and Media)
