In another pharmaceutical deal of the day Gilead is acquiring CV Therapeutics for 20 US dollars per share. The CV Therapeutics deal is thought to expand Gilead's cardiovascular franchise and pipeline.
The first pharma deal was Roche buying Genentech. This is indeed changing the landscape of the pharmaceutical industry.
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
Gilead and CV Therapeutics materials are used in preparing this report.
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