Biotech Values

[DewDiligence]

GILD to Acquire CVTX for $20/sh in Cash

[This is a 25% premium to yesterday’s closing price; however, this figure is artificially low insofar as CVTX was already in play from a hostile bid by Astellas. As a friendly offer that requires no shareholder vote or financing, GILD’s offer clearly trumps Astellas’ and is a fait accompli. CC at 8:30am ET.]

http://finance.yahoo.com/news/Gilead-Sciences-Agrees-to-bw-14614888.html

›Thursday March 12, 2009, 8:06 am EDT

- Deal to Expand Gilead’s Cardiovascular Franchise and Pipeline -

- Transaction Expected to be Neutral to Accretive to Gilead Earnings in 2010 -

- Gilead to Host Conference Call Today at 8:30 a.m. Eastern -

FOSTER CITY, Calif. & PALO ALTO, Calif.--(BUSINESS WIRE)--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.‹