Astellas to Nominate Two Directors and Submit Proposal to Remove Remaining Four Directors of CV Therapeutics
Fri, 03/06/2009 - 6:56am
Astellas Pharma Inc. today announced that its wholly owned subsidiary, Astellas US Holding, Inc., will nominate two directors for election to the Board of Directors of CV Therapeutics, Inc. and submit a stockholder proposal to remove the remaining four directors at the 2009 Annual Meeting. The election of the two Astellas nominees requires a plurality of the stockholder votes cast. Under CV Therapeutics' certificate of incorporation, the remaining directors can be removed without cause by holders of 2/3 of the outstanding shares of CV Therapeutics. Astellas has identified two highly qualified independent nominees to replace CV Therapeutics Chairman and Chief Executive Officer Louis G. Lange, M.D., Ph.D. and Director Thomas E. Shenk, Ph.D., the two CV Therapeutics directors whose terms of office expire at the 2009 Annual Meeting. Astellas stated, "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 is currently reviewing the recent changes made by CV Therapeutics to its bylaws, which require, among other things, that each nominee complete a questionnaire and provide a representation and agreement in connection with their nomination. Upon completion of this process, Astellas will disclose its nominees.Astellas intends to provide formal notice of its nominees and stockholder proposal to CV Therapeutics prior to the deadline for submitting proposals for the 2009 Annual Meeting, as announced in the proxy statement for its 2008 Annual Meeting. CV Therapeutics has yet to announce a date for the 2009 Annual Meeting or a record date for the meeting. The 2008 Annual Meeting was held on May 20, 2008, and the record date was March 20, 2008. On February 27, 2009, Astellas commenced a $16.00 per share cash tender offer, which represents a 41% premium to CV Therapeutics' closing share price on January 26, 2009, the day prior to the public disclosure of Astellas' proposal, and a 69% premium to CV Therapeutics' 60-day average closing price ending January 26th. The tender offer is not conditioned on financing and represents a total equity value of approximately $1.1 billion. The offer and withdrawal rights are scheduled to expire at 12:01 a.m., New York City time on March 27, 2009, unless the offer is extended.