- Propels Pfizer into a leading
position in oncology
- Medivation agrees to transaction
valued at $81.50 per Medivation share in cash, for a total
enterprise value of approximately $14 billion
- Expected to be immediately accretive
to Pfizer’s Adjusted Diluted EPS upon closing, approximately $0.05
accretive in first full year after close with additional accretion
and growth anticipated thereafter
Pfizer Inc. (NYSE:PFE) and Medivation, Inc. (NASDAQ:MDVN) today
announced that they have entered into a definitive merger agreement
under which Pfizer will acquire Medivation, a biopharmaceutical
company focused on developing and commercializing small molecules
for oncology, for $81.50 a share in cash for a total enterprise
value of approximately $14 billion. The Boards of Directors of both
companies have unanimously approved the merger, which is expected
to be immediately accretive to Pfizer’s Adjusted Diluted EPS upon
closing, approximately $0.05 accretive in the first full year after
close with additional accretion and growth anticipated thereafter.
Pfizer does not expect the transaction to impact its current 2016
financial guidance.
“The proposed acquisition of Medivation is expected to
immediately accelerate revenue growth and drive overall earnings
growth potential for Pfizer,” said Ian Read, chairman and chief
executive officer, Pfizer. “The addition of Medivation will
strengthen Pfizer’s Innovative Health business and accelerate its
pathway to a leadership position in oncology, one of our key focus
areas, which we believe will drive greater growth and scale of that
business over the long-term. This transaction is another example of
how we are effectively deploying our capital to generate attractive
returns and create shareholder value.”
Medivation’s portfolio includes XTANDI® (enzalutamide), an
androgen receptor inhibitor that blocks multiple steps in the
androgen receptor signaling pathway within the tumor cell. XTANDI
is the leading novel hormone therapy in the United States today and
generated approximately $2.2 billion in worldwide net sales over
the past four quarters, as recorded by Astellas Pharma Inc., with
whom Medivation entered an agreement in 2009 to develop XTANDI
globally and commercialize jointly in the U.S. Since its approval
for advanced metastatic prostate cancer by the U.S. Food and Drug
Administration in 2012, XTANDI has treated 64,000 men to date in
the U.S. alone. Medivation and Astellas have built a robust
development program for XTANDI, including two Phase 3 studies in
non-metastatic prostate cancer and another Phase 3 study in
hormone-sensitive prostate cancer. It is also being further
developed in Phase 2 studies for the potential treatment of
advanced breast cancer and hepatocellular carcinoma.
In addition, Medivation has a promising, wholly-owned,
late-stage oncology pipeline, which includes two development-stage
oncology assets, talazoparib and pidilizumab. Talazoparib,
currently in a Phase 3 study for the treatment of BRCA-mutated
breast cancer, has the potential to be a highly potent PARP
inhibitor and could be efficacious across several additional
tumors. Pidilizumab is an immuno-oncology (IO) asset being
developed for diffuse large B-cell lymphoma and other hematologic
malignancies and has the potential to be combined with IO therapies
in Pfizer’s portfolio.
“We believe the combination with Pfizer is the right next step
in our growth trajectory and is a testament to the passion and
dedication by which the Medivation team has delivered on our
mission to profoundly transform patients’ lives through medically
innovative therapies,” said David Hung, M.D., founder, president
and CEO of Medivation. “This compelling transaction will deliver
significant and immediate value to our stockholders and provides
new opportunities for our employees as part of a larger company. We
believe that Pfizer is the ideal partner to extend the reach of our
blockbuster XTANDI franchise and take our promising, late-stage
assets – talazoparib and pidiluzimab – to their next stages of
development so that they can be made available to patients as
quickly as possible.”
“The proposed acquisition of Medivation will build upon Pfizer’s
success with our IBRANCE® (palbociclib) launch in HR+/HER2-
metastatic breast cancer and with our strong immuno-oncology
portfolio, and will transform Pfizer into a leading oncology
company,” said Albert Bourla, group president, Pfizer Innovative
Health. “IBRANCE and XTANDI are anchor brands in breast and
prostate cancer respectively, giving Pfizer leadership in two
hormone-driven cancers. Similar to IBRANCE in the breast cancer
setting, XTANDI is being explored for its potential to move from
metastatic prostate cancer to treat earlier stages of
non-metastatic prostate cancer. In addition, Medivation’s portfolio
within prostate cancer and across diverse tumors will complement
Pfizer’s broad IO portfolio. Finally, Medivation adds commercial
scale to better compete with other top tier oncology companies in
advance of the potential emergence of Pfizer’s IO pipeline expected
in the next few years. Together, we believe Pfizer and Medivation
can bring the full force of our combined research and resources to
combat two of the most common cancers, as well as speed cures and
make accessible breakthrough medicines to patients, redefining life
with cancer.”
Cancer remains the second leading cause of death in the U.S. and
a “Top 10” killer worldwide. According to the American Cancer
Society, breast cancer and prostate cancer are among the top three
cancers by annual incidence in the U.S. There are several parallels
between breast and prostate cancer, including the incidence of
prostate cancer in the U.S., which is similar to that of breast
cancer with approximately 280,000 cases per year.
Pfizer expects to finance the transaction with existing
cash.
Under the terms of the merger agreement, a subsidiary of Pfizer
will commence a cash tender offer to purchase all of the
outstanding shares of Medivation common stock for $81.50 per share,
net to the seller in cash, without interest, subject to any
required withholding of taxes. The closing of the tender offer is
subject to customary closing conditions, including U.S. antitrust
clearance and the tender of a majority of the outstanding shares of
Medivation common stock. The merger agreement contemplates that
Pfizer will acquire any shares of Medivation that are not tendered
into the offer through a second-step merger, which will be
completed promptly following the closing of the tender offer.
Pfizer expects to complete the acquisition in the Third- or
Fourth-Quarter 2016.
Pfizer’s financial advisors for the transaction were Guggenheim
Securities and Centerview Partners, with Ropes & Gray LLP
acting as its legal advisor. J.P. Morgan Securities and Evercore
served as Medivation’s financial advisors, while Cooley LLP and
Wachtell, Lipton, Rosen & Katz served as its legal
advisors.
Conference Call
Pfizer Inc. invites investors and the general public to view and
listen to a webcast of a live conference call with investment
analysts at 9:00 a.m. EDT on Monday, August 22, 2016.
To view and listen to the webcast visit our web site at
www.pfizer.com and click on the “Pfizer Analyst and Investor Call
to Discuss Proposed Acquisition of Medivation” link in the For
Investors section located on the lower right-hand corner of that
page, or directly at
https://www.webcaster4.com/Webcast/Page/748/16852.
Information on accessing and pre-registering for the webcast will
be available at www.pfizer.com beginning today. Participants are
advised to pre-register in advance of the conference call.
You can also listen to the conference call by dialing either
(866) 662-3198 in the United States and Canada or (503) 343-6044
outside of the United States and Canada. The password is “Pfizer
Analyst Call”. Please join the call five minutes prior to the start
time to avoid operator hold times.
About Pfizer:
At Pfizer, we apply science and our global resources to bring
therapies to people that extend and significantly improve their
lives. We strive to set the standard for quality, safety and value
in the discovery, development and manufacture of health care
products. Our global portfolio includes medicines and vaccines as
well as many of the world's best-known consumer health care
products. Every day, Pfizer colleagues work across developed and
emerging markets to advance wellness, prevention, treatments and
cures that challenge the most feared diseases of our time.
Consistent with our responsibility as one of the world's premier
innovative biopharmaceutical companies, we collaborate with health
care providers, governments and local communities to support and
expand access to reliable, affordable health care around the world.
For more than 150 years, Pfizer has worked to make a difference for
all who rely on us. For more information, please visit us at
www.pfizer.com. In addition, to learn more, follow us on Twitter at
@Pfizer and @Pfizer_News, LinkedIn, YouTube and like us on Facebook
at Facebook.com/Pfizer.
About Medivation:
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.
DISCLOSURE NOTICE: This release, and statements on the
accompanying call, contain forward-looking information related to
Pfizer, Medivation and the proposed acquisition of Medivation by
Pfizer that involves substantial risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by such statements. Forward-looking statements in this
release and the accompanying call include, among other things,
statements about the potential benefits of the proposed
acquisition, anticipated earnings accretion and growth rates,
Pfizer’s and Medivation’s plans, objectives, expectations and
intentions, the financial condition, results of operations and
business of Pfizer and Medivation, XTANDI and Medivation’s other
pipeline assets, IBRANCE (palbociclib), and the anticipated timing
of closing of the acquisition. Risks and uncertainties include,
among other things, risks related to the satisfaction of the
conditions to closing the acquisition (including the failure to
obtain necessary regulatory approvals) in the anticipated timeframe
or at all, including uncertainties as to how many of Medivation’s
stockholders will tender their shares in the tender offer and the
possibility that the acquisition does not close; risks related to
the ability to realize the anticipated benefits of the acquisition,
including the possibility that the expected benefits from the
proposed acquisition will not be realized or will not be realized
within the expected time period; the risk that the businesses will
not be integrated successfully; disruption from the transaction
making it more difficult to maintain business and operational
relationships; negative effects of this announcement or the
consummation of the proposed acquisition on the market price of
Pfizer's common stock and on Pfizer’s operating results;
significant transaction costs; unknown liabilities; the risk of
litigation and/or regulatory actions related to the proposed
acquisition; other business effects, including the effects of
industry, market, economic, political or regulatory conditions;
future exchange and interest rates; changes in tax and other laws,
regulations, rates and policies; future business combinations or
disposals; the uncertainties inherent in research and development,
including the ability to sustain and increase the rate of growth in
revenues for XTANDI despite increasing competitive, reimbursement
and economic challenges; Medivation’s dependence on the efforts and
funding by Astellas Pharma Inc. for the development, manufacturing
and commercialization of XTANDI; the ability to meet anticipated
trial commencement and completion dates and regulatory submission
dates, as well as the possibility of unfavorable clinical trial
results, including unfavorable new clinical data and additional
analyses of existing clinical data; whether and when any drug
applications may be filed in any jurisdictions for any additional
indications for IBRANCE, XTANDI or for Medivation’s other pipeline
assets; whether and when regulatory authorities may approve any
such applications, which will depend on its assessment of the
benefit-risk profile suggested by the totality of the efficacy and
safety information submitted; decisions by regulatory authorities
regarding labeling and other matters that could affect the
availability or commercial potential of IBRANCE, XTANDI and
Medivation’s other pipeline assets; and competitive
developments.
A further description of risks and uncertainties relating to
Pfizer and Medivation can be found in their respective Annual
Reports on Form 10-K for the fiscal year ended December 31, 2015
and in their subsequent Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, all of which are filed with the U.S.
Securities and Exchange Commission (the “SEC”) and available
at www.sec.gov.
The information contained in this release is as of August 22,
2016. Neither Pfizer nor Medivation assumes any obligation to
update forward-looking statements contained in this release as the
result of new information or future events or developments.
Pfizer calculates projections regarding the expected accretive
impact of the potential acquisition based on internal forecasts of
Adjusted Diluted Earnings Per Share (Adjusted Diluted EPS), which
forecasts are non-Generally Accepted Accounting Principles (GAAP)
financial measures derived by excluding certain amounts that would
be included in GAAP calculations. These accretion projections
should not be considered a substitute for GAAP measures. The
determinations of the amounts that are excluded from the accretion
calculations are a matter of management judgment and depend upon,
among other factors, the nature of the underlying expense or income
amounts. Pfizer is unable to present quantitative reconciliations
because management cannot reasonably predict with sufficient
reliability all of the necessary components of the comparable GAAP
measure. Pfizer has excluded from the accretion calculations the
impact of purchase accounting adjustments, acquisition-related
costs, discontinued operations and certain significant items. Such
items can have a substantial impact on GAAP measures of financial
performance. For more information on the Adjusted Diluted EPS
measure see Pfizer’s 2015 Financial Report, which was filed as
exhibit 13 to Pfizer’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 and Pfizer’s Quarterly Report on Form
10-Q for the quarterly period ended July 3, 2016.
Additional Information and Where to Find It
The tender offer referenced in this press release has not yet
commenced. This announcement is for informational purposes only and
is neither an offer to purchase nor a solicitation of an offer to
sell securities, nor is it a substitute for the tender offer
materials that Pfizer and its acquisition subsidiary will file with
the SEC. The solicitation and offer to buy Medivation stock will
only be made pursuant to an Offer to Purchase and related tender
offer materials. At the time the tender offer is commenced, Pfizer
and its acquisition subsidiary will file a tender offer statement
on Schedule TO and thereafter Medivation will file a
Solicitation/Recommendation Statement on Schedule 14D-9 with the
SEC with respect to the tender offer. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
CONTAIN IMPORTANT INFORMATION. MEDIVATION STOCKHOLDERS ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF MEDIVATION
SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SECURITIES. The Offer to Purchase, the related
Letter of Transmittal and certain other tender offer documents, as
well as the Solicitation/Recommendation Statement, will be made
available to all holders of Medivation stock at no expense to them.
The tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the SEC's website at
www.sec.gov. Additional copies may be obtained for free by
contacting Pfizer or Medivation. Copies of the documents filed with
the SEC by Medivation will be available free of charge on
Medivation’s internet website
at http://www.medivation.com or by contacting
Medivation’s Investor Relations Department at (650) 218-6900.
Copies of the documents filed with the SEC by Pfizer will be
available free of charge on Pfizer’s internet website
at http://www.pfizer.com or by contacting Pfizer’s
Investor Relations Department at 212-733-2323. In addition to the
Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the
Solicitation/Recommendation Statement, Pfizer and Medivation each
file annual, quarterly and current reports and other information
with the SEC. You may read and copy any reports or other
information filed by Pfizer or Medivation at the SEC public
reference room at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Pfizer’s and Medivation’s
filings with the SEC are also available to the public from
commercial document-retrieval services and at the website
maintained by the SEC at http://www.sec.gov.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160822005401/en/
For Pfizer:Investors:Ryan Crowe,
212-733-8160orMedia:Joan Campion, 212-733-2798orFor
Medivation:Investors:Anne Bowdidge, 650-218-6900Senior
Director, Investor RelationsorMedia:Samina Bari,
415-275-5893Vice President, Corporate Communications
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