Sanofi Seeks To Replace Medivation’s Board to Advance $9.3 Billion Takeover Bid

Sanofi has filed preliminary consent solicitation materials with the US Securities and Exchange Commission (SEC) seeking to remove and replace each member of the Board of Directors of the biopharmceutical company, Medivation, Inc. with eight independent candidates as Sanofi continues its plans to acquire Medivation in a takeover bid of $9.3 billion, a move that Medivation has twice rejected. Sanofi made its proposal to acquire Medivation in late April and again reiterated its interest earlier this month, each time rebuffed by Medivation.”

In making a move to field a new Board of Directors, Sanofi said in a statement that the candidates it is recommended “are willing to fully and fairly evaluate all of Medivation's strategic options, including Sanofi's acquisition offer, in accordance with their fiduciary duties to Medivation and its shareholders.”

Sanofi Chief Executive Officer Olivier Brandicourt said: “Despite multiple attempts, both prior to 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. 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.”

The slate of directors proposed by Sanofi includes:

Michael E. Campbell, the former Chairman, President and Chief Executive Officer of Arch Chemicals, Inc. and a current director at WestRock;

Barbara Deptula, the former Executive Vice President of Business Development and Chief Corporate Development Officer of Shire Plc. and a current director at AMAG Pharmaceuticals;

Wendy E. Lane, the current Chairman of Lane Holdings, Inc., an investment firm, and a current director at MSCI Inc. and Willis Towers Watson;

Ronald S. Rolfe, a retired Partner at Cravath, Swaine & Moore LLP, a premier law firm in the United States, where he practiced until his retirement in December 2010;

Steven J. Shulman, managing partner of Shulman Family Ventures, a private equity firm since 2008, and Chairman of Accretive Health, Inc. and CareCentrix, Inc.;

Charles P. Slacik, the former Chief Financial Officer and Senior Vice President of Beckman Coulter Inc.;

James L. Tyree, the co-founder and managing partner of Tyree & D'Angelo Partners, a private equity investment firm, and a current director at SonarMed, Genelux, ChemoCentryx and Innovia; and

David A. Wilson, former President and Chief Executive Officer of the Graduate Management Admission Council, and a current director at CoreSite Realty Corporation and Barnes & Noble Education, Inc.

Sanofi will purse its proposed takeover of Medivation. Following SEC approval of a definitive consent solicitation statement, Sanofi will make a definitive consent solicitation statement available to Medivation shareholders, and shareholders may begin to deliver their written consents to Sanofi's proposals. For Sanofi's proposals in the consent solicitation to become effective, written consents would need to be properly completed by the holders of a majority of Medivation shares outstanding as of the close of business on the record date.

In a letter to the Board of Directors of Medivation, Sanofi’s Brandicourt emphasized that Medivation had not engaged with Sanofi but alluded that the company had with other companies interested in a possible acquisition of Medivation. “There have been published reports that you have signed confidentiality agreements with other parties,” he said in the letter. “If that is accurate, we cannot see how you have not done so with us. If you have not signed confidentially agreements with others as part of a sale process, then you are not doing what we are confident your shareholders want, which is for Medivation to undertake a sale of Medivation and to engage with Sanofi.”

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.

Medivation,issued a statement to urge its stockholders to reject Sanofi’s attempt to replace the company’s Board of Directors. Medivation expects toy file consent revocation materials with the SEC.

Source: Sanofi and Medivation 

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