Sanofi has filed definitive consent solicitation materials with the US Securities and Exchange Commission (SEC) seeking to remove and replace each member of Medivation, Inc.'s Board of Directors with eight independent candidates. The move comes as Sanofi seeks to acquire Medivation in a $9.3 billion takeover bid, a proposal that Medivation has thus far rejected.

Sanofi is mailing a letter to Medivation's shareholders along with the definitive consent solicitation statement, which includes a WHITE consent card, providing Medivation shareholders the ability to demonstrate support for a transaction. Sanofi also reported the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) in connection with Sanofi's intent to acquire Medivation.

“We have had extensive conversations with Medivation shareholders and believe that there is overwhelming support for Medivation to undertake a sale process that includes Sanofi,” said Olivier Brandicourt, chief executive officer, Sanofi, in a company statement. “We have been clear that if Medivation were to engage and provide information, we would be in a position to increase our offer and are confident that we would be able to offer significant additional value. Medivation's continued refusal to substantively engage beyond its continued rejection underscores that the current Board is not acting, and will not act, in the best interests of Medivation shareholders. We urge all Medivation shareholders to support Sanofi's efforts to elect directors that are committed to maximizing value.”

On June 13, 2016, Medivation responded by filing with the SEC a consent revocation statement providing its stockholders the ability to submit consents or consent revocations by August 2, 2016. Medivation also mailed a letter to its stockholder to urge them to reject Sanofi’s offer. This process began when Sanofi privately approached Medivation expressing its interest in negotiating a transaction in late March and early April and submitted a private proposal in mid-April. In late April, Sanofi made the proposal public following Medivation’s rejection of the proposal.

Medivation’s key product is Xtandi (enzalutamide), a drug to treat prostate cancer, for which it is partnered with Astellas. In its first-quarter earnings release, Medivation reported that US net sales of Xtandi, as reported by Astellas, are expected to range between $1.425 and $1.525 billion in 2016.

Source: Sanofi and Medivation