Astellas to Nominate Two Directors to CV Therapeutics Board

Mar 03, 2009

The hostilities continue between Astellas and its unwilling acquisition target, CV Therapeutics. Astellas announced Monday that its subsidiary, Astellas US Holding, will nominate two directors for election to the board of directors of CV Therapeutics, and file a stockholder proposal to remove the four remaining directors.

The vote will take place at the CVT 2009 annual meeting. The final date has not yet been set, although last year’s event was held in late May.

To take office, Astellas’ nominees must receive a plurality of stockholder votes cast. CVT’s certificate of incorporation then allows for the remaining directors to be removed without cause by holders of two-thirds of the outstanding shares.

Astellas’ nominees would replace CVT’s chairman and CEO Louis G. Lange, M.D., Ph.D., and Director Thomas E. Shenk, Ph.D., whose terms end at this year’s annual meeting.

“While we continue to prefer a negotiated agreement with CV Therapeutics, the refusal of the Board to engage us has left us no alternative but to take our offer directly to the company’s stockholders, and also to ask them to elect a Board that is willing to consider opportunities to maximize value for all CV Therapeutics shareholders,” Astellas stated in a news release.

Astellas has made three bids for CVT since last November. The first two were rejected by management. The most recent was a $1 billion tender offer made directly to shareholders on February 27. The tender offer is a 41 percent premium to CVT’s closing share price of January 26, 2009, and a 69 percent premium to CVT’s 60-day average closing price, ending on January 26.

Astellas US Holding Inc., a subsidiary of Japanese-based Astellas Pharma Inc., also announced on February 27 that it filed a lawsuit in the Delaware Chancery Court against CV Therapeutics Inc., seeking to invalidate recent “poison pill” amendments to the stockholder rights plan.