Gilead Sciences to acquire CV Therapeutics

Gilead Sciences, a biopharmaceutical company, and CV Therapeutics have signed a definitive agreement pursuant to which Gilead will acquire CV Therapeutics for $20 per share in cash through a tender offer and second step merger.

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.

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 per share.

John Martin, chairman and CEO of Gilead Sciences, said: The acquisition of CV Therapeutics represents a unique opportunity to complement and strengthen our growing cardiovascular portfolio. CV Therapeutics’s 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.