Sanofi Moves to Replace Medivation Board -- Update
May 25 2016 - 11:53AM
Dow Jones News
By Noemie Bisserbe
PARIS--French drugmaker Sanofi SA said Wednesday it is moving to
call a shareholder vote on whether to remove the entire board of
Medivation Inc. after the U.S. biotech firm declined to engage in
takeover talks.
Sanofi said it had filed the necessary documents with the U.S.
Securities and Exchange Commission and proposed eight candidates to
replace Medivation's board of directors. The solicitation aims to
pave the way for shareholders to cast votes through written
consent.
Medivation swiftly urged its stockholders to reject Sanofi's
maneuver, calling it "a tactic for the French firm to facilitate
its substantially inadequate and opportunistically timed proposal
to acquire Medivation." The company said it expected to "promptly"
file its own consent revocation materials with the SEC.
The acquisition of Medivation could help Sanofi expand its new
products portfolio and build a competitive position in a hotly
tipped market where it is still a small player. Sanofi said late
last month it has made an unsolicited offer worth $9.3 billion for
Medivation, which the San Francisco-based firm promptly rejected,
claiming Sanofi's proposal undervalued the cancer-treatment
company.
The attempt to oust the Medivation directors could increase the
pressure on them to engage with Sanofi, or move on to find other
bidders.
A provision of Delaware law, where Medivation is registered,
allows shareholders to remove the board by written consent instead
of calling a vote at the general assembly meeting. Sanofi has
bought some Medivation shares, according to a person familiar with
the matter.
"Despite multiple attempts, both before and following the public
disclosure of Sanofi's proposal, Medivation has thus far refused to
engage with us regarding the merits of a value-creating
transaction," said Sanofi chief executive Olivier Brandicourt.
"Unfortunately, this has left us with no choice but to commence
a process to elect directors who are more open to supporting the
best interests of Medivation shareholders regarding a potential
transaction," he added.
Mr. Brandicourt has told the Medivation board it would raise its
offer "if you engage and provide information."
Sanofi's offer is in line with the company's stated strategy to
refocus on fewer businesses, while broadening its reach. Last
November, the Paris-based company said it would consider
acquisitions in several sectors, including oncology.
Medivation, a Nasdaq-listed company that focuses on
hard-to-treat cancers, markets one prostate cancer therapy, called
Xtandi, and has two additional oncology assets in clinical
development.
Xtandi, which the company sells in partnership with Japan's
Astellas Pharma, posted sales of $1.9 billion in 2015. According to
analysts, this number could go much higher if the treatment is
extended to patients in early stage prostate cancer--it is today
mostly used by late-stage cancer patients.
Write to Noemie Bisserbe at noemie.bisserbe@wsj.com
(END) Dow Jones Newswires
May 25, 2016 11:38 ET (15:38 GMT)
Copyright (c) 2016 Dow Jones & Company, Inc.
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