Medivation Urges Stockholders to Reject Sanofi’s Attempt to Replace Medivation Board of Directors
May 25 2016 - 8:46AM
Business Wire
Proposed Consent Solicitation a Tactic to
Facilitate Sanofi’s Substantially Inadequate Proposal
Medivation to Promptly File Consent Revocation
Materials
Medivation, Inc. (NASDAQ: MDVN) today urged its stockholders to
reject Sanofi’s attempt to replace the company’s entire Board of
Directors with hand-picked nominees through a proposed consent
solicitation, which Medivation believes is a tactic for Sanofi to
facilitate its substantially inadequate and opportunistically-timed
proposal to acquire Medivation. Medivation expects to promptly file
consent revocation materials with the U.S. Securities and Exchange
Commission.
On April 29, 2016, the Medivation Board unanimously rejected
Sanofi’s unsolicited, non-binding proposal to purchase Medivation
for $52.50 per share in cash because it substantially undervalues
the company, its leading oncology franchise and its innovative,
late-stage pipeline. The Medivation Board reached its conclusion
about Sanofi’s proposal based on a thorough analysis of the
commercial momentum and outlook of the company’s marketed product,
XTANDI®; its excellent pipeline of prospects; its track record of
successful drug development; and its history of delivering superior
returns to stockholders.
David Hung, M.D., Founder, President and Chief Executive Officer
of Medivation, said, “Medivation’s experienced Board of Directors
has been instrumental in overseeing a strategy that has created a
leading oncology franchise, delivered consistently strong financial
performance, and positioned the company for future growth through
its innovative late-stage pipeline. Under the leadership of its
Board of Directors, Medivation has achieved great success and
rewarded its stockholders with extraordinary results, delivering
total stockholder returns of more than 1,440% since 2009. In
contrast, Sanofi has no duty to act in the best interests of
Medivation or its stockholders. Its proposal to replace our
existing directors with its own hand-picked nominees is simply a
tactical maneuver to facilitate a transaction that will transfer
value that rightly belongs to Medivation stockholders to
Sanofi.”
Kim Blickenstaff, Chairman of Medivation’s Board of Directors,
said, “Sanofi is seeking to take control of our Board in a clear
attempt to circumvent objective deliberations over what course of
action is in the best interests of all Medivation stockholders. The
unattractive economics of Sanofi’s proposal – which the Board has
already determined to be substantially inadequate – have not
changed. The Medivation Board remains committed to ensuring that
our stockholders retain the ability to benefit from the significant
value creation potential of our Company.”
Evercore and J.P. Morgan are serving as financial advisors to
Medivation, and Wachtell, Lipton, Rosen & Katz and Cooley LLP
are acting as legal counsel.
About Medivation, Inc.
Medivation, Inc. is a biopharmaceutical company focused on the
development and commercialization of medically innovative therapies
to treat serious diseases for which there are limited treatment
options. Medivation aims to transform the treatment of these
diseases and offer hope to critically ill patients and their
families. For more information, please visit us at
http://www.medivation.com.
Forward-Looking Statements
Forward-looking statements are made throughout this press
release. The forward-looking statements in this press release
include, but are not limited to, statements regarding Medivation’s
strategy, plans, initiatives and anticipated financial performance,
expected clinical and regulatory developments and the potential for
XTANDI and Medivation’s pipeline assets and how they will drive
growth for Medivation, and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may also be identified by words
such as “believes,” “expects,” “anticipates,” “projects,”
“intends,” “should,” “estimates” or similar expressions. All
forward-looking statement are subject to risks and uncertainties
which may cause actual results to differ significantly from those
expressed or implied by such forward-looking statements. Factors
that could cause or contribute to such differences include, but are
not limited to, general economic conditions, Medivation’s
dependence on its collaboration relationship with Astellas to
support the continued commercialization of XTANDI® (enzalutamide)
capsules despite increasing competitive, reimbursement and economic
challenges; risks that unexpected adverse events could impact sales
of XTANDI; the inherent uncertainty associated with the regulatory
approval process; and other risks detailed in Medivation's filings
with the Securities and Exchange Commission, or SEC, including its
annual report on Form 10-K for the year ended December 31, 2015,
which was filed on February 26, 2016, and its latest Quarterly
Report on Form 10-Q. You are cautioned not to place undue reliance
on the forward-looking statements, which speak only as of the date
of this press release. Medivation disclaims any obligation or
undertaking to update, supplement or revise any forward-looking
statements contained in this press release.
Additional Information
This press release is neither an offer to buy nor a solicitation
of an offer to sell any securities of Medivation. No tender offer
for the shares of Medivation has commenced at this time. In
connection with its proposed transaction, Sanofi has filed a
preliminary consent solicitation statement with the SEC and may
file tender offer or other documents with the SEC. Medivation will
file a preliminary Consent Revocation Statement with the SEC. Once
filed, stockholders will be able to obtain the preliminary Consent
Revocation Statement (including any amendments or supplements
thereto) and any related materials, free of charge, at the website
of the SEC at www.sec.gov, and from any solicitation agent named in
the consent revocation materials. Medivation will furnish a
definitive Consent Revocation Statement to its stockholders
together with a consent revocation card when available.
Stockholders may also obtain, at no charge, any such documents
filed with or furnished to the SEC by Medivation under the “SEC
Filings” tab in the “Investor Relations” section of Medivation’s
website at www.medivation.com. Stockholders are advised to read the
Consent Revocation Statement (including any amendments or
supplements thereto), if and when they become available as well as
any other documents relating to any the consent solicitation that
are filed with the SEC, carefully and in their entirety prior to
making any decisions because these documents will contain important
information.
Certain Information Regarding Participants
Medivation, its directors and certain of its executive officers
may be deemed to be participants in the solicitation of revocations
in connection with Sanofi’s consent solicitation. Information
regarding the identity of these participants and their direct or
indirect interests, by shareholdings or otherwise, will be set
forth in the preliminary Consent Revocation Statement to be filed
with the SEC in connection with the consent solicitation.
Information regarding the names of Medivation’s directors and
executive officers and their respective interests in Medivation by
security holdings or otherwise is also set forth in Medivation’s
proxy statement for the 2016 Annual Meeting of Shareholders, filed
with the SEC on April 28, 2016. Additional information can also be
found in Medivation’s Annual Report on Form 10-K for the year ended
December 31, 2015, filed with the SEC on February 26, 2016 and in
Medivation’s latest Quarterly Report on Form 10-Q.
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version on businesswire.com: http://www.businesswire.com/news/home/20160525005817/en/
InvestorsMedivation, Inc.Anne Bowdidge, 650-218-6900orMediaSard
Verbinnen & CoSteven Goldberg, 310-201-2040Ron Low/Meghan
Gavigan, 415-618-8750Michael Henson, +44 (0) 20 3178 8914
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