PFE Pfizer Inc

Pfizer Inc. (PFE) filed a Form 8K - Entry Into a Definitive Agreement - with the U.S Securities and Exchange Commission on August 22, 2016.

On August 20, 2016, Pfizer Inc., a Delaware corporation ("Pfizer"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Medivation, Inc., a Delaware corporation ("Medivation"), and Montreal, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Pfizer.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Pfizer will cause Purchaser to commence a cash tender offer (the "Offer") within seven business days following the date of the Merger Agreement to acquire all of Medivation's outstanding shares of common stock, par value $0.01 per share (the "Medivation Stock"), for $81.50 per share, net to the seller in cash, without interest, subject to any required withholding of taxes (the "Offer Price"). The Offer will remain open for a minimum of 20 business days from the date of commencement.

The obligation of Purchaser to purchase shares of Medivation Stock tendered in the Offer is subject to customary closing conditions, including, among others, (i) shares of Medivation Stock having been validly tendered and not validly withdrawn that represent, together with the shares then owned by Pfizer and its affiliates, at least a majority of the then-outstanding shares of Medivation Stock, (ii) the expiration or termination of the waiting period applicable to the Offer and the Merger (as defined below) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any injunction or other order issued by a court of competent jurisdiction prohibiting the consummation of the Offer or the Merger and (iv) other customary conditions set forth in Annex I of the Merger Agreement. The consummation of the Offer is not subject to any financing condition.

As soon as practicable after the time at which shares of Medivation Stock are first accepted for payment and paid for under the Offer (the "Acceptance Time"), subject to the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Purchaser will be merged with and into Medivation, with Medivation surviving the merger as a wholly owned subsidiary of Pfizer (the "Merger"), pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law without any additional stockholder approvals. At the effective time of the Merger (the "Effective Time"), each share of Medivation Stock (other than treasury shares held by Medivation and any shares of Medivation Stock owned by Pfizer or any of its subsidiaries or any person who is entitled to and properly demands statutory appraisal of his or her shares) will be converted into the right to receive the Offer Price in cash, without interest (the "Merger Consideration"), subject to any required withholding taxes.

At the Effective Time, each outstanding option to purchase shares of Medivation Stock (each, a "Company Option") and stock appreciation right with respect to shares of Medivation Stock (each, a "Company SAR") will become fully vested and exercisable as of immediately prior to such time and will be cancelled in exchange for the right to receive a cash payment equal to the product of (i) the excess, if any, of the Merger Consideration less the applicable per share exercise price of such Company Option or base price of such Company SAR, as applicable, multiplied by (ii) the number of shares of Medivation Stock that are subject to such fully vested Company Option or Company SAR, as applicable, as of immediately prior to the Effective Time. At the Effective Time, each outstanding restricted stock unit of Medivation will become fully vested as of immediately prior to such time and will be cancelled in exchange for the right to receive a cash payment equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares of Medivation Stock underlying such fully vested restricted stock unit (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance goals at the maximum levels effective immediately prior to the Effective Time). Additionally, each outstanding restricted share of Medivation will be cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration. With respect to its Employee Stock Purchase Plan ("ESPP"), Medivation will cause any outstanding offering period under such plan to terminate as of the last business day prior to the Acceptance Time, with outstanding rights under such plan being exercised as of the Effective Time. Any shares of Medivation Stock so purchased under the ESPP will be canceled and converted into the right to receive an amount in cash equal to the Merger Consideration.

The Merger Agreement contains representations, warranties and covenants of the parties customary for a transaction of this nature, including an agreement that, subject to certain exceptions, the parties will use reasonable best efforts to cause the Offer and the Merger to be consummated. Until the earlier of the termination of the Merger Agreement and the Effective Time, Medivation has agreed to operate its business in the ordinary course of business consistent with past practice and has agreed to certain other negative operating covenants, as set forth more fully in the Merger Agreement.

The Merger Agreement also contains a "no-shop" provision that, in general, restricts Medivation's ability to (i) solicit, facilitate or encourage the making of Acquisition Proposals (as defined in the Merger Agreement) or any inquiries regarding Acquisition Proposals from third parties or (ii) provide non-public information to or engage in discussions or negotiations with third parties in connection with or in response to an Acquisition Proposal. The no shop provision is subject to a "fiduciary out" provision that

allows Medivation, under certain circumstances and in compliance with certain obligations, to provide information and participate in discussions and negotiations with respect to unsolicited third-party acquisition proposals that constitute or would reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement) and, subject to compliance with certain obligations, to terminate the Merger Agreement and accept a Superior Offer upon payment to Pfizer of the termination fee discussed below.

The Merger Agreement also includes customary termination provisions for both Pfizer and Medivation, and provides that, in connection with the termination of the Merger Agreement under specified circumstances, including a termination by Medivation to accept and enter into a definitive agreement with respect to a Superior Offer, Medivation will pay Pfizer a termination fee of $510,000,000.

The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

A copy of the Merger Agreement has been included to provide Pfizer stockholders and other security holders with information regarding its terms and is not intended to provide any factual information about Pfizer or Medivation. The representations, warranties and covenants contained in the Merger Agreement have been made solely for the purposes of the Merger Agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; are not intended as statements of fact to be relied upon by Pfizer stockholders or other security holders, but rather as a way of allocating the risk between the parties to the Merger Agreement in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Merger Agreement, which disclosures are not reflected in the Merger Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Pfizer stockholders or other security holders. Pfizer stockholders or other security holders are not third-party beneficiaries under the Merger Agreement (except with respect to Medivation stockholders or other security holders' right to receive the Merger Consideration following the Effective Time) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Pfizer, Purchaser or Medivation. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Pfizer's or Medivation's public disclosures.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/78003/000119312516686937/d57934d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/78003/000119312516686937/0001193125-16-686937-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.

(END) Dow Jones Newswires

August 22, 2016 08:27 ET (12:27 GMT)

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