* Japan's Astellas bids $16/shr for CV Therapeutics

* Astellas says CV Therapeutics rejects the bid

* CV Therapeutics shares jump 41 percent to $16
(Adds analyst comments, share price, other details)

By Toni Clarke

BOSTON, Jan 27 (Reuters) - Japanese drugmaker Astellas
Pharma Inc (4503.T: Quote, Profile, Research) said on Tuesday it has offered to acquire
U.S. biotechnology company CV Therapeutics Inc CVTX.O for $1
billion, making public a bid it says CV Therapeutics previously
rejected.

Astellas said it offered to acquire all outstanding shares
of CV, whose main product is Ranexa for the treatment of chronic
angina, for $16 each. That would represent a premium of 41
percent to CV's closing share price on Monday of $11.35.

CV's shares jumped 41 percent to $16.00 in early trading on
the Nasdaq.

"I think in going public Astellas is being quite aggressive
and suggests they would be willing to go to a higher price,"
said Eric Schmidt, an analyst at Cowen & Co. "The question is
whether any other company will emerge to bid."

A spokesman for Palo Alto, California-based CV could not
immediately be reached.

Astellas, which is Japan's second-largest drugmaker, needs
new products to offset the impact of patent expiries on key
products such as its prostate drug Flomax, and Vesicare for
over-active bladder.

It has been the only major Japanese drugmaker to not make a
recent big acquisition. Over the last year or so, Takeda
Pharmaceutical Co (4502.T: Quote, Profile, Research) acquired U.S. biotech firm Millennium
Pharmaceuticals for $8.9 billion, Daiichi Sankyo (4568.T: Quote, Profile, Research)
acquired a majority stake in Indian generic drugmaker Ranbaxy
Laboratories (RANB.BO: Quote, Profile, Research) for $4.6 billion, and Eisai (4523.T: Quote, Profile, Research)
acquired MGI Pharma for $3.9 billion.

Astellas said in its statement that it submitted its bid to
the CV board in a letter dated Nov. 14, 2008. CV rejected the
offer and has since declined to engage in meaningful discussions
about a transaction, Astellas said.

"We are disappointed that the CV Therapeutics board of
directors has rejected outright what we believe is a very
compelling all-cash proposal that would deliver stockholders
significant immediate value that we believe far exceeds what CV
Therapeutics can achieve as a stand-alone company," Masafumi
Nogimori, Astellas' chief executive, said in a statement.

Astellas said its offer is not subject to financing
conditions.

Hostile takeovers by Japanese companies are rare, and
Astellas said that for now it is not engaged in solicitation of
proxies or consents from CV shareholders.

However, the company said "certain directors and officers
of Astellas may participate in meetings or discussions with CV
Therapeutics stockholders."

For the third quarter ended Sept. 30, 2008, CV reported a
net loss of $25.4 million, or 41 cents a share. Sales of Ranexa
were $30.3 million, up 65 percent over the comparable quarter a
year earlier.

Cowen's Schmidt said he estimates annual sales of Ranexa
could top $400 million.

Last year, CV agreed to license the rights to Ranexa in
Europe and parts of Latin America to the Italian drug company
Menarini Group.
(Additional reporting by Yumiko Nishitani in Tokyo, editing by
Matthew Lewis)