Amendment to CV Therapeutics Stockholder Rights Plan Press Release

Summary

CV Therapeutics, Inc. announced that its Board of Directors has amended its Stockholder Rights Plan, lowering the ownership trigger from 20% to 15%. This plan is designed to protect all stockholders from unfair takeover attempts by making it more difficult for any person or group to acquire more than 15% of the company's common stock without board approval. The rights, distributed as a non-taxable dividend, allow stockholders (except the acquirer) to buy shares at a discount if the threshold is crossed. The plan can be terminated or redeemed by the board at any time before the threshold is reached.

EX-10.76 2 0002.txt EXHIBIT 10.76 PRESS RELEASE FOR IMMEDIATE RELEASE Contact: Dan Spiegelman SVP & Chief Financial Officer 650 ###-###-#### or Christopher Chai Treasurer & Director, Investor Relations 650 ###-###-#### CV THERAPEUTICS AMENDS STOCKHOLDER RIGHTS PLAN PALO ALTO, CA (July 21, 19992000) - CV Therapeutics, Inc. (Nasdaq: CVTX) announced that its Board of Directors had approved amendments to its previously-approved Stockholder Rights Plan. The amendments approved by the Board included lowering the trigger percentage from a 20 percent ownership interest to a 15 percent ownership interest. The Rights Plan, as amended, is designed to enable all CVT stockholders to realize the full value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire CVT. The Rights Plan, as amended, is intended as a means to guard against abusive takeover tactics and is not in response to any particular proposal. The rights were distributed to CVT stockholders in February 1999 as a non-taxable dividend and expire in ten years from February 23, 1999, the Record Date. The rights are exercisable only if a person or group acquires 15 percent or more of CVT Common Stock or announces a tender offer of CVT's Common Stock. If a person acquires 15 percent or more of CVT's Common Stock, all rightsholders except the potential buyer are entitled to acquire CVT Common Stock at a discount. The effect is to discourage acquisitions of more than 15 percent of CVT's Common Stock without negotiations with the CVT Board of Directors. The rights trade with CVT's Common Stock, unless and until they are separated upon the occurrence of certain future events. The rights distribution was not taxable to the stockholders, and the amendment of the Stockholder Rights Plan is similarly not taxable to the stockholders. CVT's Board of Directors may terminate the Rights Plan, as amended, at any time or redeem the rights prior to the time a person acquires more than 15 percent of CVT Common Stock. In addition to historical information, this press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to uncertainties related to the Company's early stage of development. These factors are more fully discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 1999. CV Therapeutics, Inc., headquartered in Palo Alto, CA, is a biopharmaceutical company focused on the application of molecular cardiology to the discovery, development and commercialization of novel, small molecule drugs for the treatment of cardiovascular diseases. CVT is currently conducting clinical trials for two of its products. Ranolazine, the first in a new class of compounds known as partial fatty acid oxidation (pFOX) inhibitors for the potential treatment of angina, is in Phase III clinical trials. CVT-510, an A1 adenosine receptor agonist, for the potential treatment of atrial arrhythmias, is in Phase II clinical trials. For more information, please visit CV Therapeutics' web site at www.cvt.com. -end-