Item 2.01. Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by the Company on August 22, 2016, on August 20, 2016, the Company entered into an Agreement
and Plan of Merger (the Merger Agreement) with Pfizer Inc., a Delaware corporation (Pfizer), and Montreal, Inc., a Delaware corporation and a wholly-owned subsidiary of Pfizer (Purchaser).
Pursuant to the Merger Agreement, on August 30, 2016, Purchaser commenced a tender offer to purchase all outstanding shares of the Companys common
stock (the Shares) at a price of $81.50 per Share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and conditions set forth in the Offer to Purchase, dated August 30,
2016, and in the related Letter of Transmittal (which, together with all amendments and supplements thereto, collectively constitute the Offer).
On September 28, 2016, Pfizer announced that the offering period and withdrawal rights of the Offer had expired at one minute after 11:59 p.m.,
Eastern Time, on September 27, 2016. The depositary for the Offer has indicated that a total of 115,574,041 Shares were validly tendered and not validly withdrawn pursuant to the Offer as of the expiration of the Offer, representing
approximately 69.1% of the outstanding Shares. In addition, Notices of Guaranteed Delivery have been delivered for 17,659,861 Shares, representing approximately 10.6% of the outstanding Shares. The number of Shares tendered (excluding Shares
delivered pursuant to Notices of Guaranteed Delivery for which certificates were not yet delivered) satisfies the minimum condition of the Offer. On September 28, 2016, Purchaser accepted for payment all Shares validly tendered and not validly
withdrawn during the offering period, and Purchaser will promptly pay for such Shares in accordance with the terms of the Offer.
On September 28, 2016,
Pfizer completed its acquisition of the Company pursuant to the terms of the Merger Agreement. On that date, Purchaser merged with and into the Company (the Merger) upon the filing on that date of a certificate of merger with the
Secretary of State of the State of Delaware (the Effective Time) in accordance with Section 251(h) of the Delaware General Corporation Law, with the Company surviving as a wholly-owned subsidiary of Pfizer. Pursuant to the Merger
Agreement, at the Effective Time, each Share outstanding immediately prior to the Effective Time (other than (i) treasury Shares held by the Company and any Shares owned by Pfizer, Purchaser or any other direct or indirect wholly-owned subsidiary of
Pfizer, which Shares have been canceled, and (ii) Shares held by any person who was entitled to and has properly demanded statutory appraisal of his or her Shares) was converted into the right to receive the same $81.50 per Share, net to the seller
in cash, without interest, subject to any required withholding of taxes (the Merger Consideration).
Pursuant to the Merger Agreement, all
Company stock options (Stock Options), stock appreciation rights (SARs), performance share units (PSUs) and restricted stock units (collectively, Medivation Equity Awards) that were outstanding as of
immediately prior to the Effective Time accelerated and became fully vested (in the case of PSUs, based on the deemed satisfaction of all applicable performance goals at the maximum levels) as of immediately prior to the Effective Time and as of the
Effective Time, the Medivation Equity Awards and all Company restricted Shares were cancelled and converted into the right to receive the Merger Consideration payable in respect of each Share subject to such Medivation Equity Award (less the
applicable exercise or base price in the case of Stock Options and SARs, respectively) and each restricted Share.
The foregoing description of the Merger
Agreement and the related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the
Company with the SEC on August 22, 2016, and is incorporated herein by reference.